Common use of Increased Cost of Borrowings Clause in Contracts

Increased Cost of Borrowings. If the adoption of any applicable Legal Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Bank); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by any Lender or the Issuing Bank, or against deposits or accounts in or for the account of any Lender or the Issuing Bank, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing Bank; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of Credit, or reduce the amount of any sum received by any Lender or the Issuing Bank, then, upon demand by Agent, Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, additional amounts which shall compensate such Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to Agent, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion.

Increased Cost of Borrowings. If Subject to Section 11.17, if the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from any Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation Drequirements) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property Property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agentany Agent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), the applicable Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, applicable Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error. Each Borrower shall have the right, if it receives from any Agent any notice referred to in this paragraph, upon three Business Days' notice to Agentthe applicable Agent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify the applicable Borrower through the applicable Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the applicable Borrower through the applicable Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as the applicable Borrower may reasonable request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender.

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by AgentAgent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonable request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is located in the United States of America).

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise other than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose Impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to materially increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agentthe applicable Lender (accompanied by a statement setting forth in reasonable detail the applicable Lender’s basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence create a rebuttable presumption as to the accuracy thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' ’ notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be materially disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is located in the United States of America).

Increased Cost of Borrowings. If the adoption of any applicable Legal Requirement or any change Change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of any central bank or Governmental Authority Law shall at any time as a result of any portion of the principal balance of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of CreditLIBOR: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing BankLender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar RateLIBOR), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing continuing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum received by any Lender or the Issuing BankLender, then, upon demand by Agent, Borrower shall pay to such Lender or the Issuing BankLender, from time to time as specified by such Lender or the Issuing BankLender, additional amounts which shall compensate such Lender or the Issuing Bank Lender, for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to Agent, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion.

Increased Cost of Borrowings. If the adoption of any applicable Legal Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by the Agent or any Lender with any request or directive of general applicability (whether or not having the force of law) of from any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance of the Notes Loans being maintained on the basis of a Eurodollar the LIBOR Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) i. subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any tax (including any United States interest equalization tax), levy, impost, duty, charge, fee (collectively, "Taxes"), or any deduction or withholding for any Taxes, Taxes on or from any the payment due under any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan or other amount amounts due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) ii. change the basis of taxation of payments due from Borrower the Company to the Agent or any Lender under any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender the Agent or the Issuing Bankany Lender); or (3) iii. impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate)Eurocurrency Reserve Requirement, special deposit requirement or similar requirement (including, but not limited to, including state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by the Agent or any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of the Agent or any Lender or the Issuing BankLender, or against loans made by the Agent or any Lender, or against any other funds, obligations or other property Property owned or held by the Agent or any Lender or the Issuing BankLender; or (4) iv. impose on the Agent or any Lender or the Issuing Bank any other condition regarding any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan, or any Letter of CreditBorrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter borrowing on the basis of Creditthe LIBOR Rate, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon demand by the Agent, Borrower the Company shall pay to such Lender or the Issuing BankAgent, from time to time as specified by such Lender or the Issuing BankAgent, additional amounts which shall compensate such Lender or the Issuing Bank for such increased cost or reduced amount. The Agent will promptly notify Borrower the Company in writing of any event event, upon becoming actually aware of it, which will entitle any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing BankThe Agent's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error, provided that the calculation thereof is set forth in reasonable detail in such notice. Borrower The Company shall have the right, if it receives from the Agent any notice referred to in this the preceding paragraph, upon three (3) Business Days' notice to the Agent, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan which is in effect with respect to such borrowing to the subject of the notice to a Alternate Base Rate BorrowingRate; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a the appropriate Lender or the Issuing Bank Lenders for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Consequential Loss which any Lender may incur be incurred as a result of such repayment or conversion.

Increased Cost of Borrowings. If Subject to Section 11.15, if the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Revolving Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has any office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the gross revenues or overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation Drequirements) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property Property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by AgentAgent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence of the correctness thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is located in the United States of America).

Increased Cost of Borrowings. If the adoption of any applicable Legal Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of any central bank or Governmental Authority shall at any time time, as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate)requirement, special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditBorrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditBorrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon demand by Agent, Borrower shall pay to such Lender or the Issuing BankAgent, from time to time as specified by such Lender or the Issuing BankAgent, additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error. Each Lender will notify the Borrower shall have through the rightAgent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to so requested by the Borrower through the Agent, either (i) to repay in full (but not in part) any borrowing with respect to which will designate a different lending office of such notice was given, together with any accrued interest thereon, or (ii) to convert Lender for the applicable Eurodollar Rate Borrowing or Competitive Bid Loan will take such other action as the Borrower may reasonable request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a Lender or the Issuing Bank for the increased cost or reduced amount referred to located in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result United States of such repayment or conversionAmerica).

Increased Cost of Borrowings. If the adoption of any applicable Legal Requirement or any change Change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of any central bank or Governmental Authority Law shall at any time as a result of any portion of the principal balance of the Notes being maintained on the basis of a Eurodollar RateLIBOR; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the any Issuing Bank (or make it apparent that any Lender or the any Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the to any Issuing Bank or any Lender of any Letter of Credit (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the an Issuing Bank); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar RateLIBOR), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by any Lender or the any Issuing Bank, or against deposits or accounts in or for the account of any Lender or the any Issuing Bank, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the any Issuing Bank; or (4) impose on any Lender or the any Issuing Bank any other condition regarding any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan, or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing continuing or maintaining such Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of Credit, or reduce the amount of any sum received by any Lender or the any Issuing Bank, then, upon demand by Agent, Borrower shall pay to such Lender or the such Issuing Bank, from time to time as specified by such Lender or the such Issuing Bank, additional amounts which shall compensate such Lender or the such Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle any Lender or the any Issuing Bank to additional amounts pursuant to this paragraph. A Lender's ’s or the an Issuing Bank's ’s determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' ’ notice to Agent, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a Lender or the an Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion.

Increased Cost of Borrowings. If the adoption of any applicable Legal Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by the Agent or any Lender with any request or directive of general applicability (whether or not having the force of law) of from any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance of the Notes Loans being maintained on the basis of a Eurodollar the LIBOR Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) i. subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any tax (including any United States interest equalization tax), levy, impost, duty, charge, fee (collectively, “Taxes”), or any deduction or withholding for any Taxes, Taxes on or from any the payment due under any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan or other amount amounts due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) ii. change the basis of taxation of payments due from Borrower the Company to the Agent or any Lender under any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender the Agent or the Issuing Bankany Lender); or (3) iii. impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate)Eurocurrency Reserve Requirement, special deposit requirement or similar requirement (including, but not limited to, including state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by the Agent or any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of the Agent or any Lender or the Issuing BankLender, or against loans made by the Agent or any Lender, or against any other funds, obligations or other property Property owned or held by the Agent or any Lender or the Issuing BankLender; or (4) iv. impose on the Agent or any Lender or the Issuing Bank any other condition regarding any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan, or any Letter of CreditBorrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter borrowing on the basis of Creditthe LIBOR Rate, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon demand by the Agent, Borrower the Company shall pay to such Lender or the Issuing BankAgent, from time to time as specified by such Lender or the Issuing BankAgent, additional amounts which shall compensate such Lender or the Issuing Bank for such increased cost or reduced amount. The Agent will promptly notify Borrower the Company in writing of any event event, upon becoming actually aware of it, which will entitle any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's The Agent’s determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error, provided that the calculation thereof is set forth in reasonable detail in such notice. Borrower The Company shall have the right, if it receives from the Agent any notice referred to in this the preceding paragraph, upon three (3) Business Days' ’ notice to the Agent, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan which is in effect with respect to such borrowing to the subject of the notice to a Alternate Base Rate BorrowingRate; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a the appropriate Lender or the Issuing Bank Lenders for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Consequential Loss which any Lender may incur be incurred as a result of such repayment or conversion.

Increased Cost of Borrowings. If Subject to Section 11.15, if the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has any office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the gross revenues or overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation Drequirements) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property Property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by AgentAgent (accompanied by a statement setting forth in reasonable detail the applicable Lender’s basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence of the correctness thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' ’ notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is located in the United States of America).

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise other than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations obli gations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agentthe applicable Lender (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence create a rebuttable presumption as to the accuracy thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; providedPROVIDED, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (PROVIDED that such Lender shall have no obligation so to designate a different lending office which is located in the United States of America).

Increased Cost of Borrowings. If Subject to Section 11.15, if the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has any office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the gross revenues or overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation Drequirements) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property Property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by AgentAgent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, additional amounts which shall compensate such Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to Agent, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion.additional

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise other than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agentthe applicable Lender (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence create a rebuttable presumption as to the accuracy thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; providedPROVIDED, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonable request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (PROVIDED that such Lender shall have no obligation so to designate a different lending office which is located in the United States of America).

Increased Cost of Borrowings. If Subject to Sections 11.7 and 11.16 and without duplication for amounts indemnified for under Section 4.1(f), if the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained bearing interest on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Bank); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation Drequirements) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property Property owned or held by any Lender or the Issuing BankLender; or (42) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost (excluding taxes, which shall be governed solely by Section 4.1, Section 11.3 and Section 11.16) to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received (except as a result of taxes, which shall be governed solely by Section 4.1, Section 11.3 and Section 11.16) by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agentany Agent (accompanied by a statement setting forth in reasonable detail the applicable Lender’s basis therefor), the applicable Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, applicable Agent additional amounts which shall compensate such each applicable Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The reasonable, good faith determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error. Each Borrower shall have the right, if it receives from any Agent any notice referred to in this paragraph, upon three Business Days' ’ notice to Agentthe applicable Agent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each applicable Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any applicable Lender may incur as a result of such repayment or conversion. Each Lender will notify the applicable Borrower through the applicable Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the applicable Borrower through the applicable Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as the applicable Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable opinion of such Lender, be disadvantageous to such Lender.

Increased Cost of Borrowings. If Subject to Section 11.17, if the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Eurocurrency Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from any Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Eurocurrency Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation Drequirements) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property Property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agentany Agent (accompanied by a statement setting forth in reasonable detail the applicable Lender’s basis therefor), the applicable Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, applicable Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The reasonable, good faith determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error. Each Borrower shall have the right, if it receives from any Agent any notice referred to in this paragraph, upon three Business Days' ’ notice to Agentthe applicable Agent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, ; and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify the applicable Borrower through the applicable Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the applicable Borrower through the applicable Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as the applicable Borrower may reasonable request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender.

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by AgentAgent (accompanied by a statement setting forth in reasonable detail the applicable Lender’s basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' ’ notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is located in the United States of America).

Increased Cost of Borrowings. If the adoption adoption, after the Closing Date, of any applicable Legal Requirement or any change after the Closing Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Closing Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes (or taxes in lieu thereof) of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by AgentAgent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), which demand must be made not later than ninety (90) days after such loss or increased cost was paid by any such Lender, Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence of the correctness thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, ; and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender.

Increased Cost of Borrowings. If the adoption of any applicable Legal Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of from any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance of the Revolving Notes being maintained on the basis of a Eurodollar the LIBOR Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any tax (including any United States interest equalization tax), levy, impost, duty, charge, fee (collectively, "Taxes"), or any deduction or withholding for any Taxes, Taxes on or from any the payment due under any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan or other amount amounts due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing BankLender); or or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar RateLIBOR Reserve Requirement), special deposit requirement or similar requirement (including, but not limited to, including state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property Property owned or held by any Lender Lender; or the Issuing Bank; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan, or any Letter of CreditBorrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter borrowing on the basis of Creditthe LIBOR Rate, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon demand by AgentLender, Borrower shall pay to such Lender or the Issuing BankLender, from time to time as specified by such Lender or the Issuing BankLender, additional amounts which shall compensate such Lender or the Issuing Bank for such increased cost or reduced amount. Agent Lender will promptly notify Borrower in writing of any event event, upon becoming actually aware of it, which will entitle any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error, provided that the calculation thereof is set forth in reasonable detail in such notice. Borrower shall have the right, if it receives from Agent Lender any notice referred to in this the preceding paragraph, upon three (3) Business Days' notice to AgentLender, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan which is in effect with respect to such borrowing to the subject of the notice to a Alternate Base Rate BorrowingRate; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Consequential Loss which any Lender may incur be incurred as a result of such repayment or conversion.

Increased Cost of Borrowings. If the adoption after the Closing Date of any applicable Legal Requirement or any change after the Closing Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Closing Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes (or taxes in lieu thereof) of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by AgentAgent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence of the correctness thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, ; and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion.. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonable request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be

Increased Cost of Borrowings. If the adoption of any applicable Legal Requirement or any change Change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of any central bank or Governmental Authority Law shall at any time as a result of any portion of the principal balance of the Notes being maintained on the basis of a Eurodollar RateLIBOR; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or to the Issuing Bank or any Lender of any Letter of Credit (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Bank); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar RateLIBOR), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by any Lender or the Issuing Bank, or against deposits or accounts in or for the account of any Lender or the Issuing Bank, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing Bank; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan, or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing continuing or maintaining such Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of Credit, or reduce the amount of any sum received by any Lender or the Issuing Bank, then, upon demand by Agent, Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, additional amounts which shall compensate such Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to Agent, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion.

Increased Cost of Borrowings. If the adoption of any applicable Legal ---------------------------- Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by the Agent or any Lender Bank with any request or directive of general applicability (whether or not having the force of law) of from any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance of the Notes being maintained on the basis of a Eurodollar the LIBOR Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any tax (including any United States interest equalization tax), levy, impost, duty, charge, fee (collectively, "Taxes"), or any deduction or ----- withholding for any Taxes, Taxes on or from any the payment due under any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan or other amount amounts due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) change the basis of taxation of payments due from Borrower the Company to the Agent or any Lender Bank under any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender the Agent or the Issuing any Bank); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate)Eurocurrency Reserve Requirement, special deposit requirement or similar requirement (including, but not limited to, including state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by the Agent or any Lender or the Issuing Bank, or against deposits or accounts in or for the account of the Agent or any Lender or the Issuing Bank, or against loans made by the Agent or any LenderBank, or against any other funds, obligations or other property Property owned or held by the Agent or any Lender or the Issuing Bank; or (4) impose on the Agent or any Lender or the Issuing Bank any other condition regarding any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan, or any Letter of CreditBorrowing; and the result of any of the foregoing is to increase the cost to any Lender Bank of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter borrowing on the basis of Creditthe LIBOR Rate, or reduce the amount of any sum principal or interest received by any Lender or the Issuing Bank, then, upon demand by the Agent, Borrower the Company shall pay to such Lender or the Issuing BankAgent, from time to time as specified by such Lender or the Issuing BankAgent, additional amounts which shall compensate such Lender or the Issuing Bank for such increased cost or reduced amount. The Agent will promptly notify Borrower the Company in writing of any event event, upon becoming actually aware of it, which will entitle any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing BankThe Agent's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error, provided that the calculation thereof is set forth in reasonable detail in such notice. Borrower The Company shall have the right, if it receives from the Agent any notice referred to in this the preceding paragraph, upon three (3) Business Days' notice to the Agent, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan which is in effect with respect to such borrowing to the subject of the notice to a Alternate Base Rate BorrowingRate; provided, that any such repayment or -------- conversion shall be accompanied by payment of (x) the amount required to compensate a Lender the appropriate Bank or the Issuing Bank Banks for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Consequential Loss which any Lender may incur be incurred as a result of such repayment or conversion.

Increased Cost of Borrowings. If the adoption of any applicable Legal ---------------------------- Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing BankLender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements require ments and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditBorrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditBorrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon demand by Agent, Borrower shall pay to such Lender or the Issuing BankLender, from time to time as specified by such Lender or the Issuing BankLender, additional amounts which shall compensate such Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to Agent, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be -------- accompanied by payment of (x) the amount required to compensate a Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion.and

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement of Law or any change after the Effective Date in any applicable Legal Requirement of Law or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Eurocurrency Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1A) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and its political subdivisionsEurocurrency Borrowing; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Bank); or (3B) impose, modify, increase or deem applicable any reserve requirement (excluding that portion other than any change by way of any imposition or increase of reserve requirement requirements included in the calculation of the applicable Eurodollar RateEurocurrency Rate Reserve Percentage), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4C) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditEurocurrency Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditEurocurrency Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agentthe Administrative Agent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), the applicable Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Administrative Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofpresumed correct, absent manifest error. Each Borrower shall have the right, if it receives from the Administrative Agent any notice referred to in this paragraph, upon three Business Days' notice to Agentthe Administrative Agent (which shall notify each affected Lender), either (i1) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii2) to convert the Eurodollar Rate Eurocurrency Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (xI) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; , (yII) all accrued and unpaid interest to date on the amount so repaid or converted, and (zIII) any Funding Loss which any Lender may incur as a result of such repayment or conversion; and further provided that all such amounts shall be for such Lender's account. Each Lender will notify the applicable Borrower through the Administrative Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the applicable Borrower through the Administrative Agent) will designate a different lending office of such Lender for the applicable Eurocurrency Borrowing or will take such other action as the applicable Borrower may reasonably request if such designation or action is consistent with legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender; (provided that no such Lender shall have any obligation so to designate a different lending office that is not located in the United States of America).

Increased Cost of Borrowings. If Subject to Section 11.17, if the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from any Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation Drequirements) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property Property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agentany Agent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), the applicable Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, applicable Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The reasonable, good faith determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error. Each Borrower shall have the right, if it receives from any Agent any notice referred to in this paragraph, upon three Business Days' notice to Agentthe applicable Agent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify the applicable Borrower through the applicable Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the applicable Borrower through the applicable Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as the applicable Borrower may reasonable request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender.

Increased Cost of Borrowings. If Subject to Section 11.15, if the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has any office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the gross revenues or overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation Drequirements) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property Property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by AgentAgent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence of the correctness thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is located in the United States of America).

Increased Cost of Borrowings. If the adoption of any applicable Legal Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by the Agent or any Lender Bank with any request or directive of general applicability (whether or not having the force of law) of from any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance of the Notes being maintained on the basis of a Eurodollar the LIBOR Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any tax (including any United States interest equalization tax), levy, impost, duty, charge, fee (collectively, "Taxes"), or any deduction or withholding for any Taxes, Taxes on or from any the payment due under any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan or other amount amounts due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) change the basis of taxation of payments due from Borrower the Company to the Agent or any Lender Bank under any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender the Agent or the Issuing any Bank); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate)Eurocurrency Reserve Requirement, special deposit requirement or similar requirement (including, but not limited to, including state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by the Agent or any Lender or the Issuing Bank, or against deposits or accounts in or for the account of the Agent or any Lender or the Issuing Bank, or against loans made by the Agent or any LenderBank, or against any other funds, obligations or other property Property owned or held by the Agent or any Lender or the Issuing Bank; or (4) impose on the Agent or any Lender or the Issuing Bank any other condition regarding any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan, or any Letter of CreditBorrowing; and the result of any of the foregoing is to increase the cost to any Lender Bank of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter borrowing on the basis of Creditthe LIBOR Rate, or reduce the amount of any sum principal or interest received by any Lender or the Issuing Bank, then, upon demand by the Agent, Borrower the Company shall pay to such Lender or the Issuing BankAgent, from time to time as specified by such Lender or the Issuing BankAgent, additional amounts which shall compensate such Lender or the Issuing Bank for such increased cost or reduced amount. The Agent will promptly notify Borrower the Company in writing of any event event, upon becoming actually aware of it, which will entitle any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing BankThe Agent's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error, provided that the calculation thereof is set forth in reasonable detail in such notice. Borrower The Company shall have the right, if it receives from the Agent any notice referred to in this the preceding paragraph, upon three (3) Business Days' notice to the Agent, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan which is in effect with respect to such borrowing to the subject of the notice to a Alternate Base Rate BorrowingRate; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a Lender the appropriate Bank or the Issuing Bank Banks for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Consequential Loss which any Lender may incur be incurred as a result of such repayment or conversion.

Increased Cost of Borrowings. If the adoption of any applicable Legal Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing BankLender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditBorrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditBorrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon demand by Agent, Borrower shall pay to such Lender or the Issuing BankLender, from time to time as specified by such Lender or the Issuing BankLender, additional amounts which shall compensate such Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to Agent, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion.

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise other than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agentthe applicable Lender (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence create a rebuttable presumption as to the accuracy thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; providedPROVIDED, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (PROVIDED that such Lender shall have no obligation so to designate a different lending office which is located in the United States of America).

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise other than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to materially increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agentthe applicable Lender (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence create a rebuttable presumption as to the accuracy thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; providedPROVIDED, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be materially disadvantageous to such Lender (PROVIDED that such Lender shall have no obligation so to designate a different lending office which is located in the United States of America).

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise other than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agentthe applicable Lender (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence create a rebuttable presumption as to the accuracy thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; providedPROVIDED, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion.27

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate or Eurokrone Rate; or , as a result of any Lender issuing or participating in any Letter of Credit: (1) the case may be: subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any TaxesTaxes (to the extent not covered by Section 4.1(d)), on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan NIBOR Borrowing or other amount due hereunder, other than income income, revenue and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) or change the basis of taxation of payments due from any Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank NIBOR Borrowing (otherwise than by a change in the rate of franchise taxes or taxation based on income or revenues of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) or impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar RateSection 3.3(g) or Section 3.3(h)), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property Property owned or held by any Lender Lender; or the Issuing Bank; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan, or NIBOR Borrowing (other than any Letter of Creditcondition generally applicable to all Loans); and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditNIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agentany Administrative Agent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), the applicable Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, applicable Administrative Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error. Each Borrower shall have the right, if it receives from any Administrative Agent any notice referred to in this paragraph, upon three Business Days' notice to Agentthe applicable Administrative Agent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan NIBOR Borrowing which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify the applicable Borrower through the applicable Administrative Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the applicable Borrower through the applicable Administrative Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or NIBOR Borrowing or will take such other action as the applicable Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender.

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from any Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property Property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agentany Agent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), the applicable Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, applicable Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error. Each Borrower shall have the right, if it receives from any Agent any notice referred to in this paragraph, upon three Business Days' notice to Agentthe applicable Agent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; providedPROVIDED, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify the applicable Borrower through the applicable Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains Knowledge thereof and determines to request such compensation, and (if so requested by the applicable Borrower through the applicable Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as the applicable Borrower may reasonable request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender.

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement of Law or any change after the Effective Date in any applicable Legal Requirement of Law or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1A) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and its political subdivisionsLIBOR Borrowing; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Bank); or (3B) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4C) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agenteither Agent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), the applicable Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, applicable Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofpresumed correct, absent manifest error. Each Borrower shall have the right, if it receives from either Agent any notice referred to in this paragraph, upon three Business Days' notice to Agentthe applicable Agent (which shall notify each affected Lender), either (i1) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii2) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (xI) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; , (yII) all accrued and unpaid interest to date on the amount so repaid or converted, and (zIII) any Funding Loss which any Lender may incur as a result of such repayment or conversion; and further provided that all such amounts shall be for such Lender's account. Each Lender will notify the applicable Borrower through the applicable Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the applicable Borrower through the applicable Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as the applicable Borrower may reasonably request if such designation or action is consistent with legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender; (provided that no such U.S. Lender shall have any obligation so to designate a different lending office that is not located in the United States of America and no such Canadian Lender shall have any obligation so to designate a different lending office that is not located in Canada).

Increased Cost of Borrowings. If Subject to Section 12, if the adoption of any applicable Legal Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by Agent or any Lender with any request or directive of general applicability (whether or not having the force of law) of any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Creditan Alternate Rate would: (1) subject Agent or any Lender or the Issuing Bank (or make it apparent that Agent or any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Alternate Rate Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Alternate Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Alternate Rate), special deposit requirement or similar requirement (including, but not limited to, including state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by Agent or any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of Agent or any Lender or the Issuing BankLender, or against loans made by Agent or any Lender, or against any other funds, obligations or other property owned or held by Agent or any Lender Lender; or the Issuing Bank; or (4) impose on Agent or any Lender or the Issuing Bank any other condition regarding any Eurodollar Alternate Rate Borrowing or Competitive Bid Loan, or any Letter of CreditBorrowing; and the result of any of the foregoing is to increase the cost to Agent or any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Alternate Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditBorrowing, or reduce the amount of any sum principal or interest received by Agent or any Lender or the Issuing BankLender, then, upon demand by Agent, Borrower shall pay to such Lender or the Issuing BankAgent, from time to time as specified by such Lender or the Issuing BankAgent, additional amounts which shall compensate such Agent and each Lender or the Issuing Bank for such increased cost or reduced amount. The determination by Agent will promptly notify Borrower in writing of or any event which will entitle any Lender or Lender, as the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination case may be, of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error. Each Lender will notify Borrower shall have through Agent of any event occurring after the right, if date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it receives from Agent any notice referred obtains knowledge thereof and determines to in this paragraph, upon three Business Days' notice to Agent, either (i) to repay in full (but not in part) any borrowing with respect to which request such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversioncompensation.

Increased Cost of Borrowings. If the adoption after the Effective ---------------------------- Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by AgentAgent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied -------- by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no -------- obligation so to designate a different lending office which is located in the United States of America).

Increased Cost of Borrowings. If the adoption of any applicable Legal Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing BankLender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditBorrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditBorrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon demand by Agent, Borrower shall pay to such Lender or the Issuing BankLender, from time to time as specified by such Lender or the Issuing BankLender, additional amounts which shall compensate such Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to Agent, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; providedPROVIDED, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion.

Increased Cost of Borrowings. If the adoption of any applicable Legal Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of CreditRegulatory Change shall: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, Taxes or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, hereunder (other than income (A) Indemnified Taxes, (B) Excluded Taxes and franchise taxes of the United States and its political subdivisions(C) Other Connection Taxes on gross or net income, profits or revenue including value-added or similar Taxes); or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise other than by a change in the rate of taxation of the overall net income income, profits or revenue (including value-added or similar Taxes) of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose Impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to materially increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agentthe applicable Lender (accompanied by a statement setting forth in reasonable detail the applicable Lender’s basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence create a rebuttable presumption as to the accuracy thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' ’ notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be materially disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is located in the United States of America).

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise other than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to materially increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agentthe applicable Lender (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence create a rebuttable presumption as to the accuracy thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion.;

Increased Cost of Borrowings. If the adoption after the date hereof of any applicable Legal Requirement or any change after the date hereof in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any the Lender with any request or directive of general applicability (whether or not having the force of law) of any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance of the Notes a Note being maintained on the basis of a Eurodollar Euro Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any the Lender or the Issuing Bank (or make it apparent that any the Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Euro Rate Borrowing or Competitive Bid Loan or other amount due hereunder, other than any income and franchise taxes of the United States and its political subdivisionstaxes; or (2) change the basis of taxation of payments due from a Borrower to any the Lender under any Eurodollar Rate Euro Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing BankLender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Euro Rate), special deposit requirement or similar requirement (including, but not limited to, including state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of any Lender or the Issuing BankLender, or against loans made by any the Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any the Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditEuro Borrowing; and the result of any of the foregoing is to materially increase the cost to any the Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid LoanEuro Borrowing, or issuing, participating in or monitoring such Letter of Credit, or materially reduce the amount of any sum principal or interest received by any the Lender or the Issuing Bank, then, upon demand by Agentthe Lender, the relevant Borrower shall pay to such Lender or the Issuing BankLender, from time to time as specified by such Lender or the Issuing BankLender, additional amounts which shall compensate such the Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle any The determination by the Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error, and may be prepared using any reasonable averaging and attribution methods. The relevant Borrower shall have the right, if it receives from Agent the Lender any notice demand referred to in this paragraph, upon three Business Days' notice to Agentthe Lender, either (i1) to repay in full (but not in part) any borrowing Euro Borrowing with respect to which such notice was given, together with any accrued and unpaid interest thereon, or (ii2) to convert the Eurodollar Rate any Euro Borrowing or Competitive Bid Loan which is the subject of the notice demand to a Base Rate Borrowing, if such Euro Borrowing is a Eurodollar Rate Borrowing; provided, provided that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a the Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding this paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any the Lender may incur as a result of such repayment or conversion.

Increased Cost of Borrowings. If the adoption of any applicable Legal Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of from any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance of the Notes being maintained on the basis of a Eurodollar the LIBOR Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any tax (including any United States interest equalization tax), levy, impost, duty, charge, fee (collectively, "Taxes"), or any deduction or withholding for any Taxes, Taxes on or from any the payment due under any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan or other amount amounts due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing BankLender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar RateLIBOR Reserve Requirement), special deposit requirement or similar requirement (including, but not limited to, including state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property Property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan, or any Letter of CreditBorrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter borrowing on the basis of Creditthe LIBOR Rate, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon demand by AgentLender, Borrower shall pay to such Lender or the Issuing BankLender, from time to time as specified by such Lender or the Issuing BankLender, additional amounts which shall compensate such Lender or the Issuing Bank for such increased cost or reduced amount. Agent Lender will promptly notify Borrower in writing of any event event, upon becoming actually aware of it, which will entitle any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error, provided that the calculation thereof is set forth in reasonable detail in such notice. Borrower shall have the right, if it receives from Agent Lender any notice referred to in this the preceding paragraph, upon three (3) Business Days' notice to AgentLender, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan which is in effect with respect to such borrowing to the subject of the notice to a Base Rate BorrowingRate; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Consequential Loss which any Lender may incur be incurred as a result of such repayment or conversion.

Increased Cost of Borrowings. If Subject to Section 11.15, if the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation Drequirements) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property Property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by AgentAgent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonable request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is located in the United States of America).

Increased Cost of Borrowings. If the adoption of any applicable Legal Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by the Agent or any Lender Bank with any request or directive of general applicability (whether or not having the force of law) of from any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance of the Notes being maintained on the basis of a Eurodollar the LIBOR Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any tax (including any United States interest equalization tax), levy, impost, duty, charge, fee (collectively, “Taxes”), or any deduction or withholding for any Taxes, Taxes on or from any the payment due under any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan or other amount amounts due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) change the basis of taxation of payments due from Borrower the Company to the Agent or any Lender Bank under any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender the Agent or the Issuing any Bank); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate)Eurocurrency Reserve Requirement, special deposit requirement or similar requirement (including, but not limited to, including state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by the Agent or any Lender or the Issuing Bank, or against deposits or accounts in or for the account of the Agent or any Lender or the Issuing Bank, or against loans made by the Agent or any LenderBank, or against any other funds, obligations or other property Property owned or held by the Agent or any Lender or the Issuing Bank; or (4) impose on the Agent or any Lender or the Issuing Bank any other condition regarding any Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan, or any Letter of CreditBorrowing; and the result of any of the foregoing is to increase the cost to any Lender Bank of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter borrowing on the basis of Creditthe LIBOR Rate, or reduce the amount of any sum principal or interest received by any Lender or the Issuing Bank, then, upon demand by the Agent, Borrower the Company shall pay to such Lender or the Issuing BankAgent, from time to time as specified by such Lender or the Issuing BankAgent, additional amounts which shall compensate such Lender or the Issuing Bank for such increased cost or reduced amount. The Agent will promptly notify Borrower the Company in writing of any event event, upon becoming actually aware of it, which will entitle any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's The Agent’s determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error, provided that the calculation thereof is set forth in reasonable detail in such notice. Borrower The Company shall have the right, if it receives from the Agent any notice referred to in this the preceding paragraph, upon three (3) Business Days' ’ notice to the Agent, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar LIBOR Rate Borrowing or Competitive Bid Loan which is in effect with respect to such borrowing to the subject of the notice to a Alternate Base Rate BorrowingRate; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a Lender the appropriate Bank or the Issuing Bank Banks for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Consequential Loss which any Lender may incur be incurred as a result of such repayment or conversion.

Increased Cost of Borrowings. If the adoption of any applicable Legal Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance of the Notes being maintained on the basis of a Eurodollar Rate; Rate or as a result of any Lender issuing or participating in any Letter of CreditMoney Market Loan: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate Borrowing or Competitive Bid Borrowing, Money Market Loan or other amount due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate Borrowing or Competitive Bid Money Market Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing BankLender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rateinterest rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Money Market Loan, or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Money Market Loan, or issuing, participating in or monitoring such Letter of Credit, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon demand by Agent, Borrower shall pay to such Lender or the Issuing BankLender, from time to time as specified by such Lender or the Issuing BankLender, additional amounts which shall compensate such Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereof. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to Agent, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate BorrowingBorrowing or to convert the Money Market LIBOR Loan which is the subject of the notice to a Loan bearing interest at the Base Rate; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion.

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by AgentAgent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is located in the United States of America).

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement or any change after the Effective Date in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credittime: (1) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and or its political subdivisionssubdivisions or such other jurisdiction in which the applicable Lender has its principal office or applicable lending office; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Banksuch Lender); or (3) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property owned or held by any Lender or the Issuing BankLender; or (4) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by AgentAgent (accompanied by a statement setting forth in reasonable detail the applicable Lender’s basis therefor), Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofconclusive and binding, absent manifest error. Borrower shall have the right, if it receives from Agent any notice referred to in this paragraph, upon three Business Days' ’ notice to AgentAgent (which shall notify each affected Lender), either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender may incur as a result of such repayment or conversion. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is located in the United States of America).

Increased Cost of Borrowings. If the adoption after the Effective Date of any applicable Legal Requirement of Law or any change after the Effective Date in any applicable Legal Requirement of Law or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive of general applicability (whether or not having the force of law) of issued after the Effective Date by any central bank or Governmental Authority shall at any time as a result of any portion of the principal balance balances of the Notes being maintained on the basis of a Eurodollar Rate; or as a result of any Lender issuing or participating in any Letter of Credit: (1A) subject any Lender or the Issuing Bank (or make it apparent that any Lender or the Issuing Bank is subject) to any Taxes, or any deduction or withholding for any Taxes, on or from any payment due under any Eurodollar Rate Borrowing or Competitive Bid Loan or other amount due hereunder, other than income and franchise taxes of the United States and its political subdivisionsLIBOR Borrowing; or (2) change the basis of taxation of payments due from Borrower to any Lender under any Eurodollar Rate Borrowing or Competitive Bid Loan or the Issuing Bank (otherwise than by a change in the rate of taxation of the overall net income of a Lender or the Issuing Bank); or (3B) impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the applicable Eurodollar Rate), special deposit requirement or similar requirement (including, but not limited to, state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by of any Lender or the Issuing BankLender, or against deposits or accounts in or for the account of with any Lender or the Issuing BankLender, or against loans made by any Lender, or against any other funds, obligations or other property Property owned or held by any Lender or the Issuing BankLender; or (4C) impose on any Lender or the Issuing Bank any other condition regarding any Eurodollar Rate Borrowing or Competitive Bid Loan, or any Letter of CreditLIBOR Borrowing; and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such Eurodollar Rate Borrowing or Competitive Bid Loan, or issuing, participating in or monitoring such Letter of CreditLIBOR Borrowing, or reduce the amount of any sum principal or interest received by any Lender or the Issuing BankLender, then, upon within 15 Business Days after demand by Agenteither Agent (accompanied by a statement setting forth in reasonable detail the applicable Lender's basis therefor), the applicable Borrower shall pay to such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, applicable Agent additional amounts which shall compensate such each Lender or the Issuing Bank for such increased cost or reduced amount. Agent will promptly notify Borrower in writing of any event which will entitle The determination by any Lender or the Issuing Bank to additional amounts pursuant to this paragraph. A Lender's or the Issuing Bank's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be prima facie evidence thereofpresumed correct, absent manifest error. Each Borrower shall have the right, if it receives from either Agent any notice referred to in this paragraph, upon three Business Days' notice to Agentthe applicable Agent (which shall notify each affected Lender), either (i1) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii2) to convert the Eurodollar Rate LIBOR Borrowing or Competitive Bid Loan which is the subject of the notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be accompanied by payment of (xI) the amount required to compensate a each Lender or the Issuing Bank for the increased cost or reduced amount referred to in the preceding paragraph; , (yII) all accrued and unpaid interest to date on the amount so repaid or converted, and (zIII) any Funding Loss which any Lender may incur as a result of such repayment or conversion; and further provided that all such amounts shall be for such Lender's account. Each Lender will notify the applicable Borrower through the applicable Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the applicable Borrower through the applicable Agent) will designate a different lending office of such Lender for the applicable LIBOR Borrowing or will take such other action as the applicable Borrower may reasonably request if such designation or action is consistent with legal and regulatory restrictions, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender; (provided that no such U.S. Lender shall have any obligation so to designate a different lending office that is not located in the United States of America and no such Canadian Lender shall have any obligation so to designate a different lending office that is not located in Canada).