Common use of Increased Cost or Reduced Return Clause in Contracts

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject Lender to any tax, duty, or other charge with respect to any Eurodollar Loans, the Revolving Note, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to Lender under this Agreement, or the Revolving Note, in respect of any Eurodollar Loans (other than franchise taxes and taxes imposed on the overall net income of Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lender, including the Commitment of Lender hereunder; or (C) shall impose on Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to Lender of making, converting into, continuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by Lender under this Agreement or the Revolving Note with respect to any Eurodollar Loans, then pursuant to Section 5.3(v) Borrower shall pay to Lender such amount or amounts as will compensate Lender for such increased cost or reduction. If Lender requests compensation by Borrower under this Section 5.3., Borrower may, by notice to Lender, suspend the obligation of Lender to make or continue Eurodollar Loans, or to convert all or part of the Base Rate Loan owing to Lender to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. shall be applicable); provided that such suspension shall not affect the right of Lender to receive the compensation so requested. (ii) If, after the date hereof, Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender or any corporation controlling Lender as a consequence of Lender's obligations hereunder to a level below that which Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower shall pay to Lender such additional amount or amounts as will compensate Lender for such reduction. (iii) Lender shall promptly notify Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender to compensation pursuant to this Section 5.3. will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it. If Lender claims compensation under this Section 5.3., Lender shall simultaneously furnish to Borrower a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender may use any reasonable averaging and attribution methods. (iv) If Lender gives notice to the Borrower pursuant to Section 5.3. hereof, Lender shall simultaneously give to the Borrower a statement signed by an officer of Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender therefor. (v) Within fifteen (15) days after receipt by the Borrower of any notice referred to in Section 5.3., the Borrower shall pay to Lender such additional amounts as are required to compensate Lender for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender any Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject Lender such Bank to any tax, duty, or other charge with respect to any Eurodollar LoansLIBOR Loan, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to Lender such Bank under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans LIBOR Loan (other than franchise taxes and taxes imposed on the overall net income of Lendersuch Bank); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lendersuch Bank, including the Commitment of Lender such Bank hereunder; or (C) shall impose on Lender such Bank or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to Lender such Bank of making, converting into, continuing, or maintaining any Eurodollar Loans LIBOR Loan or to reduce any sum received or receivable by Lender such Bank under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLIBOR Loan, then pursuant to Section 5.3(v) Borrower Borrowers shall pay to Lender such Bank on demand such amount or amounts as will reasonably compensate Lender such Bank for such increased cost or reduction. If Lender requests compensation by Borrower under this Section 5.3., Borrower may, by notice to Lender, suspend the obligation of Lender to make or continue Eurodollar Loans, or to convert all or part of the Base Rate Loan owing to Lender to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. shall be applicable); provided that such suspension shall not affect the right of Lender to receive the compensation so requested. (ii) If, after the date hereof, Lender any Bank shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender such Bank or any corporation controlling Lender such Bank as a consequence of Lendersuch Bank's obligations hereunder to a level below that which Lender such Bank or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower upon demand Borrowers shall pay to Lender such Bank such additional amount or amounts as will reasonably compensate Lender such Bank for such reduction. (iii) Lender Each Bank shall promptly notify Borrower Borrowers and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender such Bank to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lendersuch Bank, be otherwise disadvantageous to it. If Lender claims Any Bank claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower Borrowers and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender such Bank may use any reasonable averaging and attribution methods. (iv) If Lender gives Any Bank giving notice to the Borrower Borrowers through the Agent, pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower Borrowers a statement signed by an officer of Lender such Bank setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender such Bank therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower Borrowers of any notice referred to in Section 5.3.5(c), the Borrower Borrowers shall pay to Lender the Agent for the account of the Bank issuing such notice such additional amounts as are required to compensate Lender such Bank for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be. If any Bank requests compensation by Borrowers under this Section 5(c), Borrowers may, by notice to such Bank (with a copy to Agent), suspend the obligation of such Bank to make or continue LIBOR Loans or to convert all or part of the Base Rate Loans owing to such Bank to LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5(c) shall be applicable); provided, provided that the Borrower such suspension shall not be obligated affect the right of such Bank to compensate Lender for any increased costs, reduced payments or increased capital requirements to receive the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required noticecompensation so requested.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar Loans, the Revolving NoteNotes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, or the Revolving NoteNotes, in respect of any Eurodollar Loans (other than franchise taxes and taxes imposed on the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase in a material respect the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans or to reduce in a material respect any sum received or receivable by such Lender under this Agreement or the Revolving its Note with respect to any Eurodollar Loans, then pursuant to Section 5.3(v) Borrower shall pay to such Lender such amount or amounts as will are reasonably necessary to compensate such Lender for such increased cost or reduction. If such Lender requests compensation by Borrower under this Section 5.3., Borrower may, by notice to such Lender, suspend the obligation of such Lender to make or continue Eurodollar Loans, or to convert all or part of the Base Rate Loan Loans owing to such Lender to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. shall be applicable)effect; provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, such Lender shall have reasonably determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower shall pay to such Lender such additional amount or amounts as will are reasonably necessary to compensate Lender for such reduction. (iii) Each Lender shall promptly notify Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. Each Lender will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Lender claims compensation under this Section 5.3., Lender shall simultaneously furnish to Borrower a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender may use any reasonable averaging and attribution methods. (iv) If any Lender gives notice to the Borrower (either by Lender or through the Agent) pursuant to Section 5.3. hereof, Lender shall simultaneously give to the Borrower a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender therefor. (v) Within fifteen (15) days after receipt by the Borrower of any notice referred to in Section 5.3., the Borrower shall pay to such Lender such additional amounts as are required to compensate such Lender for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate such Lender for any increased costs, reduced payments or increased capital requirements to the extent that such Lender incurs the same prior to a date six (6) months before such Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar Loans, the Revolving Noteits Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans Loan (other than franchise taxes and taxes imposed on or measured by the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLoan, then pursuant to Section 5.3(v) Borrower shall pay to such Lender on demand such amount or amounts as will reasonably compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 5.3.5(c)(i), Borrower may, by notice to Lendersuch Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar Loans, or to convert all or part of the Base Rate Loan Loans owing to such Lender to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c)(i) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, any Lender shall have reasonably determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's ’s obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. If any Lender requests compensation by Borrower under this Section 5(c)(ii), Borrower may, by notice to such Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar Loans, or to convert all or part of the Base Rate Loans owing to such Lender to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5(c)(ii) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (iii) Each Lender shall promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to the Borrower through Agent pursuant to this Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in this Section 5.3.5(c), the Borrower shall pay to Agent for the account of Lender issuing such notice such additional amounts as are required to compensate such Lender for the increased cost, reduce reduced payments or increase increased capital requirements identified therein, as the case may be; provided, that . (vi) Failure or delay on the Borrower part of any Lender to demand compensation pursuant to this Section shall not be obligated constitute a waiver of any such Lender’s right to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required noticedemand such compensation.

Increased Cost or Reduced Return. (i) 5.3.1 If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender any Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject Lender such Bank to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to Lender such Bank under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar LIBOR Loans (other than franchise taxes and taxes imposed on the overall net income of Lendersuch Bank); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lendersuch Bank, including the Commitment of Lender such Bank hereunder; or (C) shall impose on Lender such Bank or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to Lender such Bank of making, converting into, continuing, or maintaining any Eurodollar LIBOR Loans or to reduce any sum received or receivable by Lender such Bank under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LIBOR Loans, then pursuant to Section 5.3(v) Borrower Borrowers shall pay to Lender such Bank on demand such amount or amounts as will compensate Lender such Bank for such increased cost or reduction. If Lender any Bank requests compensation by Borrower Borrowers under this Section 5.3., Borrower Borrowers may, by notice to Lendersuch Bank (with a copy to Agent), suspend the obligation of Lender such Bank to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Prime Rate Loan owing to Lender such Bank to Eurodollar LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5.3 shall be applicable); provided that such suspension shall not affect the right of Lender such Bank to receive the compensation so requested. (ii) 5.3.2 If, after the date hereof, Lender any Bank shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender such Bank or any corporation controlling Lender such Bank as a consequence of Lendersuch Bank's obligations hereunder to a level below that which Lender such Bank or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower upon demand Borrowers shall pay to Lender such Bank such additional amount or amounts as will compensate Lender such Bank for such reduction. (iii) Lender 5.3.3 Each Bank shall promptly notify Borrower Borrowers and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender such Bank to compensation pursuant to this Section 5.3. 5.3 will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lendersuch Bank, be otherwise disadvantageous to it. If Lender claims Any Bank claiming compensation under this Section 5.3., Lender 5.3 shall simultaneously furnish to Borrower Borrowers and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender such Bank may use any reasonable averaging and attribution methods. (iv) If Lender gives 5.3.4 Any Bank giving notice to the Borrower Borrowers through the Agent, pursuant to Section 5.3. hereof, Lender 5.3 shall simultaneously give to the Borrower Borrowers a statement signed by an officer of Lender such Bank setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender such Bank therefor. 5.3.5 Within five (v5) Within fifteen (15) days Business Days after receipt by the Borrower Borrowers of any notice referred to in Section 5.3., the Borrower Borrowers shall pay to Lender the Agent for the account of the Bank issuing such notice such additional amounts as are required to compensate Lender such Bank for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower Borrowers shall not be obligated to compensate Lender such Bank for any increased costs, reduced payments or increased capital requirements to the extent that Lender such Bank incurs the same prior to a date six (6) months before Lender such Bank gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulationGovernmental Requirements, or any change in any applicable law, rule, or regulationGovernmental Requirements, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender with any request or directive (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank, or comparable agency: (A) shall subject Lender to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving Note, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, or the Revolving Note, in respect of any Eurodollar LIBOR Loans (other than franchise taxes and taxes imposed on the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lender, including the Loan Commitment of Lender hereunder; or (C) shall impose on Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to Lender of making, converting into, continuing, or maintaining any Eurodollar LIBOR Loans or to reduce any sum received or receivable by Lender under this Agreement or the Revolving Note with respect to any Eurodollar LIBOR Loans, then pursuant to Section 5.3(v4.3(v) Borrower shall pay to Lender such amount or amounts as will compensate Lender for such increased cost or reduction. If Lender requests compensation by Borrower under this Section 5.3.4.3, Borrower may, by notice to Lender, suspend the obligation of Lender to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Rate Loan Loans owing to Lender to Eurodollar LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of this Section 5.3. 4.3 shall be applicable); provided that any such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, Lender shall have determined that the adoption of any applicable law, rule, or regulation Governmental Requirements regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender or any corporation controlling Lender as a consequence of Lender's ’s obligations hereunder to a level below that which Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v4.3(v) Borrower shall pay to Lender such additional amount or amounts as will compensate Lender for such reduction. (iii) Lender shall promptly notify Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 4.3 and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it. If Lender claims compensation under this Section 5.3.4.3, Lender shall simultaneously furnish to Borrower a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender may use any reasonable averaging and attribution methods. (iv) If Lender gives notice to the Borrower pursuant to Section 5.3. 4.3 hereof, Lender shall simultaneously give to the Borrower a statement signed by an officer of Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender therefor. (v) Within fifteen (15) days after receipt by the Borrower of any notice referred to in Section 5.3.4.3, the Borrower shall pay to Lender such additional amounts as are required to compensate Lender for the increased cost, reduce reduced payments or increase increased capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LoansLoan, the Revolving Noteits Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans Loan (other than franchise taxes and taxes imposed on the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLoan, then pursuant to Section 5.3(v) Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 5.3.5(c), Borrower may, by notice to Lendersuch Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to make or continue Eurodollar Loans, or to convert all or part of the Base Rate Loan owing to such Lender to a Eurodollar LoansLoan, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower and Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower and Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to the Borrower through the Administrative Agent, pursuant to Section 5.3. hereof, Lender Sections 3(k) or 5(c) shall simultaneously give to the Borrower a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in Section 5.3.Sections 3(k) or 5(c), the Borrower shall pay to the Administrative Agent for the account of the Lender issuing such notice such additional amounts as are required to compensate such Lender for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender any Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject Lender such Bank to any tax, duty, or other charge with respect to any Eurodollar LoansLoan, the Revolving Noteits Notes, or its obligation to make Eurodollar LoansLoan, or change the basis of taxation of any amounts payable to Lender such Bank under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans Loan (other than franchise taxes and taxes imposed on the overall net income of Lendersuch Bank); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lendersuch Bank, including the Commitment of Lender such Bank hereunder; or (C) shall impose on Lender such Bank or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to Lender such Bank of making, converting into, continuing, or maintaining any Eurodollar Loans Loan or to reduce any sum received or receivable by Lender such Bank under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLoan, then pursuant to Section 5.3(v) Borrower shall pay to Lender such Bank on demand such amount or amounts as will compensate Lender such Bank for such increased cost or reduction. If Lender any Bank requests compensation by Borrower under this Section 5.3.5(c), Borrower may, by notice to Lendersuch Bank (with a copy to Agent), suspend the obligation of Lender such Bank to make or continue Eurodollar LoansLoan, or to convert all or part of the Base Prime Rate Loan owing to Lender such Bank to Eurodollar LoansLoan, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided that such -------- suspension shall not affect the right of Lender such Bank to receive the compensation so requested. (ii) If, after the date hereof, Lender any Bank shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender such Bank or any corporation controlling Lender such Bank as a consequence of Lendersuch Bank's obligations hereunder to a level below that which Lender such Bank or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to Lender such Bank such additional amount or amounts as will compensate Lender such Bank for such reduction. (iii) Lender Each Bank shall promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender such Bank to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lendersuch Bank, be otherwise disadvantageous to it. If Lender claims Any Bank claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender such Bank may use any reasonable averaging and attribution methods. (iv) If Lender gives Any Bank giving notice to the Borrower through the Agent, pursuant to Section 5.3. hereof, Lender Sections 3(k) or 5(c) shall simultaneously give to the Borrower a statement signed by an officer of Lender such Bank setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender such Bank therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in Section 5.3.Sections 3(k) or 5(c), the Borrower shall pay to Lender the Agent for the account of the Bank issuing such notice such additional amounts as are required to compensate Lender such Bank for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: : (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans LIBOR Loan (other than franchise taxes and taxes imposed on or measured by the overall net income of such Lender); ; (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or or -20- (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans LIBOR Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLIBOR Loan, then pursuant to Section 5.3(v) Borrower shall pay to such Lender on demand such amount or amounts as will reasonably compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 5.3.5(c), Borrower may, by notice to Lendersuch Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Rate Loan Loans owing to such Lender to Eurodollar LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, any Lender shall have reasonably determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if -21- such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to Borrower through the Borrower Agent pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in Section 5.3.5(c), the Borrower shall pay to the Agent for the account of the Lender issuing such notice such additional amounts as are required to compensate such Lender for the increased cost, reduce reduced payments or increase increased capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender any Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject Lender such Bank to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to Lender such Bank under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar LIBOR Loans (other than franchise taxes and taxes imposed on the overall net income of Lendersuch Bank); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lendersuch Bank, including the Revolving Commitment of Lender such Bank hereunder; or (C) shall impose on Lender such Bank or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to Lender such Bank of making, converting into, continuing, or maintaining any Eurodollar LIBOR Loans or to reduce any sum received or receivable by Lender such Bank under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LIBOR Loans, then pursuant to Section 5.3(v) Borrower shall pay to Lender such Bank on demand such amount or amounts as will compensate Lender such Bank for such increased cost or reduction. If Lender any Bank requests compensation by Borrower under this Section 5.3.2.7, Borrower may, by notice to Lendersuch Bank (with a copy to Agent), suspend the obligation of Lender such Bank to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Rate Loan owing to Lender such Bank to Eurodollar LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 2.7(c) shall be applicable); provided that such suspension shall not affect the -------- right of Lender such Bank to receive the compensation so requested. (ii) If, after the date hereof, Lender any Bank shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender such Bank or any corporation controlling Lender such Bank as a consequence of Lendersuch Bank's obligations hereunder to a level below that which Lender such Bank or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to Lender such Bank such additional amount or amounts as will compensate Lender such Bank for such reduction. (iii) Lender Each Bank shall promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender such Bank to compensation pursuant to this Section 5.3. 2.7(c) will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lendersuch Bank, be otherwise disadvantageous to it. If Lender claims Any Bank claiming compensation under this Section 5.3., Lender 2.7(c) shall simultaneously furnish to Borrower and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender such Bank may use any reasonable averaging and attribution methods. (iv) If Lender gives Any Bank giving notice to the Borrower through the Agent, pursuant to Section 5.3. hereof, Lender 2.7(c) shall simultaneously give to the Borrower Borrowers a statement signed by an officer of Lender such Bank setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender such Bank therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in Section 5.3.2.7(c), the Borrower Borrowers shall pay to Lender the Agent for the account of the Bank issuing such notice such additional amounts as are required to compensate Lender such Bank for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender such Bank for any increased costs, reduced payments or increased capital requirements to the extent that Lender such Bank incurs the same prior to a date six (6) months before Lender such Bank gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans LIBOR Loan (other than franchise taxes and taxes imposed on or measured by the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans LIBOR Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLIBOR Loan, whether principal, interest or otherwise, then pursuant to Section 5.3(v) Borrower shall pay to such Lender on demand such amount or amounts as will reasonably compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 5.3.5(c), Borrower may, by notice to Lendersuch Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Rate Loan Loans owing to such Lender to Eurodollar LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's ’s obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to the Borrower through the Agent pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in Section 5.3.5(c), the Borrower shall pay to the Agent for the account of the Lender issuing such notice such additional amounts as are required to compensate such Lender for the increased cost, reduce reduced payments or increase increased capital requirements identified therein, as the case may be; provided, that . (vi) Failure or delay on the Borrower part of any Lender to demand compensation pursuant to this Section shall not be obligated constitute a waiver of such lender’s right to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required noticedemand such compensation.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar Loans, the Revolving NoteNotes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, or the Revolving NoteNotes, in respect of any Eurodollar Loans (other than franchise taxes and taxes imposed on the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase in a material respect the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans or to reduce in a material respect any sum received or receivable by such Lender under this Agreement or the Revolving its Note with respect to any Eurodollar Loans, then pursuant to Section 5.3(v) Borrower shall pay to such Lender such amount or amounts as will are reasonably necessary to compensate such Lender for such increased cost or reduction. If such Lender requests compensation by Borrower under this Section 5.3., Borrower may, by notice to such Lender, suspend the obligation of such Lender to make or continue Eurodollar Loans, or to convert all or part of the Base Rate Loan Loans owing to such Lender to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. shall be applicable)effect; provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, such Lender shall have reasonably determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling Lender as a consequence of such Lender's ’s obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower shall pay to such Lender such additional amount or amounts as will are reasonably necessary to compensate Lender for such reduction. (iii) Each Lender shall promptly notify Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. Each Lender will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Lender claims compensation under this Section 5.3., Lender shall simultaneously furnish to Borrower a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender may use any reasonable averaging and attribution methods. (iv) If any Lender gives notice to the Borrower (either by Lender or through the Agent) pursuant to Section 5.3. hereof, Lender shall simultaneously give to the Borrower a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender therefor. (v) Within fifteen (15) days after receipt by the Borrower of any notice referred to in Section 5.3., the Borrower shall pay to such Lender such additional amounts as are required to compensate such Lender for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate such Lender for any increased costs, reduced payments or increased capital requirements to the extent that such Lender incurs the same prior to a date six (6) months before such Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans LIBOR Loan (other than franchise taxes and taxes imposed on or measured by the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans LIBOR Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLIBOR Loan, then pursuant to Section 5.3(v) Borrower Borrowers shall pay to such Lender on demand such amount or amounts as will reasonably compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower Borrowers under this Section 5.3.5(c), Borrower Borrowers may, by notice to Lendersuch Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Rate Loan Loans owing to such Lender to Eurodollar LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided PROVIDED that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower upon demand Borrowers shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower Borrowers and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower Borrowers and Agent a statement setting forth 22 the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to the Borrower Borrowers through the Agent pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower Borrowers a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower Borrowers of any notice referred to in Section 5.3.5(c), the Borrower Borrowers shall pay to the Agent for the account of the Lender issuing such notice such additional amounts as are required to compensate such Lender for the increased cost, reduce reduced payments or increase increased capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender any Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject Lender such Bank to any tax, duty, or other charge with respect to any Eurodollar LoansLoan, the Revolving Noteits Notes, or its obligation to make Eurodollar LoansLoan, or change the basis of taxation of any amounts payable to Lender such Bank under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans Loan (other than franchise taxes and taxes imposed on the overall net income of Lendersuch Bank); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lendersuch Bank, including the Commitment of Lender such Bank hereunder; or (C) shall impose on Lender such Bank or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to Lender such Bank of making, converting into, continuing, or maintaining any Eurodollar Loans Loan or to reduce any sum received or receivable by Lender such Bank under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLoan, then pursuant to Section 5.3(v) Borrower shall pay to Lender such Bank on demand such amount or amounts as will reasonably compensate Lender such Bank for such increased cost or reduction. If Lender any Bank requests compensation by Borrower under this Section 5.3.5(c), Borrower may, by notice to Lendersuch Bank (with a copy to Agent), suspend the obligation of Lender such Bank to make or continue Eurodollar Loans, or to convert all or part of the Eurodollar Loans owing to such Bank to Base Rate Loan owing to Lender to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided that such suspension shall not affect the right of Lender such Bank to receive the compensation so requested. (ii) If, after the date hereof, Lender any Bank shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender such Bank or any corporation controlling Lender such Bank as a consequence of Lender's such Bank’s obligations hereunder to a level below that which Lender such Bank or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to Lender such Bank such additional amount or amounts as will reasonably compensate Lender such Bank for such reduction. (iii) Lender Each Bank shall promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender such Bank to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lendersuch Bank, be otherwise disadvantageous to it. If Lender claims Any Bank claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender such Bank may use any reasonable averaging and attribution methods. (iv) If Lender gives Any Bank giving notice to the Borrower through the Agent pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower a statement signed by an officer of Lender such Bank setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender such Bank therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in Section 5.3.5(c), the Borrower shall pay to Lender the Agent for the account of the Bank issuing such notice such additional amounts as are required to compensate Lender such Bank for the increased cost, reduce reduced payments or increase increased capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans LIBOR Loan (other than franchise taxes and taxes imposed on or measured by the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans LIBOR Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLIBOR Loan, then pursuant to Section 5.3(v) Borrower shall pay to such Lender on demand such amount or amounts as will reasonably compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 5.3.5(c), Borrower may, by notice to Lendersuch Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Rate Loan Loans owing to such Lender to Eurodollar LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, any Lender shall have reasonably determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to the Borrower through the Agent pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in Section 5.3.5(c), the Borrower shall pay to the Agent for the account of the Lender issuing such notice such additional amounts as are required to compensate such Lender for the increased cost, reduce reduced payments or increase increased capital requirements identified therein, as the case may be; provided, that . (vi) Failure or delay on the Borrower part of any Lender to demand compensation pursuant to this Section shall not be obligated constitute a waiver of any such Lender's right to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required noticedemand such compensation.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LoansBA Rate Loan, the Revolving Noteits Notes, or its obligation to make Eurodollar BA Rate Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans BA Rate Loan (other than franchise taxes and taxes imposed on or measured by the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments Commitment of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitmentsCommitment; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans BA Rate Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansBA Rate Loan, then pursuant to Section 5.3(v) Borrower shall pay to such Lender on demand such amount or amounts as will reasonably compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 5.3.5(c), Borrower may, by notice to Lendersuch Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar BA Rate Loans, or to convert all or part of the Base Prime Rate Loan Loans owing to such Lender to Eurodollar BA Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided PROVIDED that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to the Borrower through the Agent pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in Section 5.3.5(c), the Borrower shall pay to the Agent for the account of the Lender issuing such notice such additional amounts as are required to compensate such Lender for the increased cost, reduce reduced payments or increase increased capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender any Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject Lender such Bank to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to Lender such Bank under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar LIBOR Loans (other than franchise taxes and taxes imposed on the overall net income of Lendersuch Bank); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lendersuch Bank, including the Revolving Commitment of Lender such Bank hereunder; or (C) shall impose on Lender such Bank or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to Lender such Bank of making, converting into, continuing, or maintaining any Eurodollar LIBOR Loans or to reduce any sum received or receivable by Lender such Bank under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LIBOR Loans, then pursuant to Section 5.3(v) Borrower Borrowers shall pay to Lender such Bank on demand such amount or amounts as will compensate Lender such Bank for such increased cost or reduction. If Lender any Bank requests compensation by Borrower Borrowers under this Section 5.3.5(c), Borrower Borrowers may, by notice to Lendersuch Bank (with a copy to Agent), suspend the obligation of Lender such Bank to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Prime Rate Loan owing to Lender such Bank to Eurodollar LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided PROVIDED that such suspension shall not affect the right of Lender such Bank to receive the compensation so requested. (ii) If, after the date hereof, Lender any Bank shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender such Bank or any corporation controlling Lender such Bank as a consequence of Lendersuch Bank's obligations hereunder to a level below that which Lender such Bank or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower upon demand Borrowers shall pay to Lender such Bank such additional amount or amounts as will compensate Lender such Bank for such reduction. (iii) Lender Each Bank shall promptly notify Borrower Borrowers and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender such Bank to compensation pursuant to this Section 5.3. 5(c) will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lendersuch Bank, be otherwise disadvantageous to it. If Lender claims Any Bank claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower Borrowers and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender such Bank may use any reasonable averaging and attribution methods. (iv) If Lender gives Any Bank giving notice to the Borrower Borrowers through the Agent, pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower Borrowers a statement signed by an officer of Lender such Bank setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender such Bank therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower Borrowers of any notice referred to in Section 5.3.5(c), the Borrower Borrowers shall pay to Lender the Agent for the account of the Bank issuing such notice such additional amounts as are required to compensate Lender such Bank for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower Borrowers shall not be obligated to compensate Lender such Bank for any increased costs, reduced payments or increased capital requirements to the extent that Lender such Bank incurs the same prior to a date six (6) months before Lender such Bank gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans LIBOR Loan (other than franchise taxes and taxes imposed on or measured by the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans LIBOR Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLIBOR Loan, then pursuant to Section 5.3(v) Borrower shall pay to such Lender on demand such amount or amounts as will reasonably compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 5.3.5(c), Borrower may, by notice to Lendersuch Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Rate Loan Loans owing to such Lender to Eurodollar LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, any Lender shall have reasonably determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's ’s obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to Borrower through the Borrower Agent pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in Section 5.3.5(c), the Borrower shall pay to the Agent for the account of the Lender issuing such notice such additional amounts as are required to compensate such Lender for the increased cost, reduce reduced payments or increase increased capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject Lender to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving Note, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to Lender under this Agreement, or the Revolving Note, in respect of any Eurodollar LIBOR Loans (other than franchise taxes and taxes imposed on the overall net income of Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lender, including the Commitment of Lender hereunder; or (C) shall impose on Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to Lender of making, converting into, continuing, or maintaining any Eurodollar LIBOR Loans or to reduce any sum received or receivable by Lender under this Agreement or the Revolving Note with respect to any Eurodollar LIBOR Loans, then pursuant to Section 5.3(v) Borrower shall pay to Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If Lender requests compensation by Borrower under this Section 5.34.3., Borrower may, by notice to Lender, suspend the obligation of Lender to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Rate Loan Loans owing to Lender to Eurodollar LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.34.3. shall be applicable); provided that such suspension shall not affect the right of Lender to receive the compensation so requested. (ii) If, after the date hereof, Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender or any corporation controlling Lender as a consequence of Lender's obligations hereunder to a level below that which Lender or such corporation could would have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to Lender such additional amount or amounts as will compensate Lender for such reduction. (iii) Lender shall promptly notify Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 4.3., and Lender will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it. If Lender claims compensation under this Section 5.34.3., Lender shall simultaneously furnish to Borrower a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender may use any reasonable averaging and attribution methods. (iv) If Lender gives notice to the Borrower pursuant to this Section 5.3. hereof4.3., Lender shall simultaneously give to the Borrower a statement signed by an officer of Lender setting forth in reasonable detail the basis for, for and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in this Section 5.34.3., the Borrower shall pay to the Lender such additional amounts as are required to compensate Lender for the increased cost, reduce reduced payments or increase increased capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs incurred the same prior to a the date which is six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender any Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject Lender such Bank to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to Lender such Bank under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar LIBOR Loans (other than franchise taxes and taxes imposed on the overall net income of Lendersuch Bank); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lendersuch Bank, including the Revolving Commitment of Lender such Bank hereunder; or (C) shall impose on Lender such Bank or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to Lender such Bank of making, converting into, continuing, or maintaining any Eurodollar LIBOR Loans or to reduce any sum received or receivable by Lender such Bank under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LIBOR Loans, then pursuant to Section 5.3(v) Borrower Borrowers shall pay to Lender such Bank on demand such amount or amounts as will compensate Lender such Bank for such increased cost or reduction. If Lender any Bank requests compensation by Borrower Borrowers under this Section 5.3.5(c), Borrower Borrowers may, by notice to Lendersuch Bank (with a copy to Agent), suspend the obligation of Lender such Bank to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Rate LIBOR Loan owing to Lender such Bank to Eurodollar Prime Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided PROVIDED that such suspension shall not affect the right of Lender such Bank to receive the compensation so requested. (ii) If, after the date hereof, Lender any Bank shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender such Bank or any corporation controlling Lender such Bank as a consequence of Lendersuch Bank's obligations hereunder to a level below that which Lender such Bank or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower upon demand Borrowers shall pay to Lender such Bank such additional amount or amounts as will compensate Lender such Bank for such reduction. (iii) Lender Each Bank shall promptly notify Borrower Borrowers and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender such Bank to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lendersuch Bank, be otherwise disadvantageous to it. If Lender claims Any Bank claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower Borrowers and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender such Bank may use any reasonable averaging and attribution methods. (iv) If Lender gives Any Bank giving notice to the Borrower Borrowers through the Agent, pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower Borrowers a statement signed by an officer of Lender such Bank setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender such Bank therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower Borrowers of any notice referred to in Section 5.3.5(c), the Borrower Borrowers shall pay to Lender the Agent for the account of the Bank issuing such notice such additional amounts as are required to compensate Lender such Bank for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower Borrowers shall not be obligated to compensate Lender such Bank for any increased costs, reduced payments or increased capital requirements to the extent that Lender such Bank incurs the same prior to a date six (6) months before Lender such Bank gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans LIBOR Loan (other than franchise taxes and taxes imposed on or measured by the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans LIBOR Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLIBOR Loan, then pursuant to Section 5.3(v) Borrower Borrowers shall pay to such Lender on demand such amount or amounts as will reasonably compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower Borrowers under this Section 5.3.5(c), Borrower Borrowers may, by notice to Lendersuch Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Rate Loan Loans owing to such Lender to Eurodollar LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, any Lender shall have reasonably determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower upon demand Borrowers shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower Borrowers and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower Borrowers and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to Borrowers through the Borrower Agent pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower Borrowers a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower Borrowers of any notice referred to in Section 5.3.5(c), the Borrower Borrowers shall pay to the Agent for the account of the Lender issuing such notice such additional amounts as are required to compensate such Lender for the increased cost, reduce reduced payments or increase increased capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LoansLoan, the Revolving Noteits Notes, or its obligation to make Eurodollar LoansLoan, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans Loan (other than franchise taxes and taxes imposed on the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLoan, then pursuant to Section 5.3(v) Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 5.3.5(c), Borrower may, by notice to Lendersuch Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar LoansLoan, or to convert all or part of the Base Prime Rate Loan owing to such Lender to Eurodollar LoansLoan, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to the Borrower through the Agent, pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in Section 5.3.5(c), the Borrower shall pay to the Agent for the account of the Lender issuing such notice such additional amounts as are required to compensate such Lender for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans LIBOR Loan (other than franchise taxes and taxes imposed on or measured by the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans LIBOR Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLIBOR Loan, then pursuant to Section 5.3(v) Borrower Borrowers shall pay to such Lender on demand such amount or amounts as will reasonably compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower Borrowers under this Section 5.3.5(c), Borrower Borrowers may, by notice to Lendersuch Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Rate Loan Loans owing to such Lender to Eurodollar LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, any Lender shall have reasonably determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower upon demand Borrowers shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower Borrowers and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender shall simultaneously furnish to Borrower a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender may use any reasonable averaging and attribution methods. (iv) If Lender gives notice to the Borrower pursuant to Section 5.3. hereof, Lender shall simultaneously give to the Borrower a statement signed by an officer of Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender therefor. (v) Within fifteen (15) days after receipt by the Borrower of any notice referred to in Section 5.3., the Borrower shall pay to Lender such additional amounts as are required to compensate Lender for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.this

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject Lender Bank to any tax, duty, or other charge with respect to any Eurodollar Loans, the Revolving Note, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to Lender the Bank under this Agreement, or the Revolving Note, in respect of any Eurodollar Loans (other than franchise taxes and taxes imposed on the overall net income of LenderBank); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lenderof Bank, including the Commitment of Lender Bank hereunder; or (C) shall impose on Lender Bank or on the London interbank market any other condition affecting this Agreement or the Revolving its Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to Lender Bank of making, converting into, continuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by Lender Bank under this Agreement or the Revolving Note with respect to any Eurodollar Loansits Note, then pursuant to Section 5.3(v3.3(v) Borrower shall pay to Lender Bank such amount or amounts as will compensate Lender Bank for such increased cost or reduction. If Lender Bank requests compensation by Borrower under this Section 5.33.3., Borrower may, by notice to LenderBank, suspend the obligation of Lender Bank to make or continue Eurodollar Loans, or to convert all or part of the Base LIBOR Rate Loan owing to Lender to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.34.3. shall be applicable); provided that such suspension shall not affect the right of Lender Bank to receive the compensation so requested. (ii) If, after the date hereof, Lender Bank shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender Bank or any corporation controlling Lender Bank as a consequence of LenderBank's obligations hereunder to a level below that which Lender Bank or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v3.3(v) Borrower shall pay to Lender Bank such additional amount or amounts as will compensate Lender Bank for such reduction. (iii) Lender Bank shall promptly notify Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender Bank to compensation pursuant to this Section 5.33.3. will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of LenderBank, be otherwise disadvantageous to it. If Lender Bank claims compensation under this Section 5.33.3., Lender Bank shall simultaneously furnish to Borrower a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender Bank may use any reasonable averaging and attribution methods. (iv) If Lender Bank gives notice to the Borrower pursuant to Section 5.33.3. hereof, Lender Bank shall simultaneously give to the Borrower a statement signed by an officer of Lender Bank setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender Bank therefor. (v) Within fifteen (15) days after receipt by the Borrower of any notice referred to in Section 5.33.3., the Borrower shall pay to Lender Bank such additional amounts as are required to compensate Lender Bank for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender Bank for any increased costs, reduced payments or increased capital requirements to the extent that Lender Bank incurs the same prior to a date six (6) months before Lender Bank gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving NoteNotes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, or the Revolving NoteNotes, in respect of any Eurodollar LIBOR Loans (other than franchise taxes and taxes imposed on the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase in a material respect the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar LIBOR Loans or to reduce in a material respect any sum received or receivable by such Lender under this Agreement or the Revolving its Note with respect to any Eurodollar LIBOR Loans, then then, so long as such Lender is passing on such cost to borrowers which are similarly situated to the Borrower and pursuant to Section 5.3(v) ), Borrower shall pay to such Lender such amount or amounts as will are reasonably necessary to compensate such Lender for such increased cost or reduction. If such Lender requests compensation by Borrower under this Section 5.3., Borrower may, by notice to such Lender, suspend the obligation of such Lender to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Rate Loan Loans owing to such Lender to Eurodollar LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. shall be applicable)effect; provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, such Lender shall have reasonably determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling Lender as a consequence of such Lender's ’s obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower shall pay to such Lender such additional amount or amounts as will are reasonably necessary to compensate Lender for such reduction. (iii) Each Lender shall promptly notify Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. Each Lender will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Lender claims compensation under this Section 5.3., Lender shall simultaneously furnish to Borrower a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender may use any reasonable averaging and attribution methods. (iv) If any Lender gives notice to the Borrower (either by Lender or through the Agent) pursuant to this Section 5.3. hereof, Lender shall simultaneously give to the Borrower a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender therefor. (v) Within fifteen (15) days after receipt by the Borrower of any notice referred to in this Section 5.3., the Borrower shall pay to such Lender such additional amounts as are required to compensate such Lender for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate such Lender for any increased costs, reduced payments or increased capital requirements to the extent that such Lender incurs the same prior to a date six three (63) months before such Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar Loans, the Revolving NoteNotes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, or the Revolving NoteNotes, in respect of any Eurodollar Loans (other than franchise taxes and taxes imposed on the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving its Note with respect to any Eurodollar Loans, then pursuant to Section 5.3(v) Borrower shall pay to such Lender such amount or amounts as will compensate such Lender for such increased cost or reduction. If such Lender requests compensation by Borrower under this Section 5.3., Borrower may, by notice to such Lender, suspend the obligation of such Lender to make or continue Eurodollar Loans, or to convert all or part of the Base Rate Loan owing to such Lender to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, such Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower shall pay to such Lender such additional amount or amounts as will compensate Lender for such reduction. (iii) Each Lender shall promptly notify Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If such Lender claims compensation under this Section 5.3., such Lender shall simultaneously furnish to Borrower a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If any Lender gives notice to the Borrower (either by Lender or through the Agent) pursuant to Section 5.3. hereof, Lender shall simultaneously give to the Borrower a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender therefor. (v) Within fifteen (15) days after receipt by the Borrower of any notice referred to in Section 5.3., the Borrower shall pay to such Lender such additional amounts as are required to compensate such Lender for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate such Lender for any increased costs, reduced payments or increased capital requirements to the extent that such Lender incurs the same prior to a date six (6) months before such Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereofEffective Date, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any taxTax, duty, or other charge with respect to any Eurodollar Loans, the Revolving Noteits Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans Loan (other than franchise taxes and taxes Taxes imposed on or measured by the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLoan, then pursuant to Section 5.3(v) Borrower Borrowers shall pay to such Lender on demand such amount or amounts as will reasonably compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower Borrowers under this Section 5.3.5(c), Borrower Borrowers may, by notice to Lendersuch Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar Loans, or to convert all or part of the Base Floating Rate Loan Loans owing to such Lender to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereofEffective Date, any Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower upon demand Borrowers shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower Borrowers and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending officean alternative Lending Installation, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower Borrowers and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to the Borrower Borrowers through the Agent pursuant to this Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower Borrowers a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower Borrowers of any notice referred to in this Section 5.3.5(c), the Borrower Borrowers shall pay to the Agent for the account of the Lender issuing such notice such additional amounts as are required to compensate such Lender for the increased cost, reduce reduced payments or increase increased capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LoansLIBOR Loan, the Revolving Noteits Notes, or its obligation to make Eurodollar LoansLIBOR Loan, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans LIBOR Loan (other than franchise taxes and taxes imposed on the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans LIBOR Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLIBOR Loan, then pursuant to Section 5.3(v) Borrower Borrowers shall pay to such Lender on demand such amount or amounts as will reasonably compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower Borrowers under this Section 5.3.5(c), Borrower Borrowers may, by notice to Lendersuch Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar LoansLIBOR Loan, or to convert all or part of the Base Rate Loan owing to such Lender to Eurodollar LoansLIBOR Loan, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower upon demand Borrowers shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower Borrowers and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower Borrowers and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to the Borrower Borrowers through the Agent, pursuant to Section 5.3. hereof, Lender Sections 3(k) or 5(c) shall simultaneously give to the Borrower Borrowers a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower Borrowers of any notice referred to in Section 5.3.Sections 3(k) or 5(c), the Borrower Borrowers shall pay to the Agent for the account of the Lender issuing such notice such additional amounts as are required to compensate such Lender for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender any Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject Lender such Bank to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to Lender such Bank under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar LIBOR Loans (other than franchise taxes and taxes imposed on the overall net income of Lendersuch Bank); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lendersuch Bank, including the Revolving Commitment of Lender such Bank hereunder; or (C) shall impose on Lender such Bank or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to Lender such Bank of making, converting into, continuing, or maintaining any Eurodollar LIBOR Loans or to reduce any sum received or receivable by Lender such Bank under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LIBOR Loans, then pursuant to Section 5.3(v) Borrower Borrowers shall pay to Lender such Bank on demand such amount or amounts as will compensate Lender such Bank for such increased cost or reduction. If Lender any Bank requests compensation by Borrower Borrowers under this Section 5.3.5(c), Borrower Borrowers may, by notice to Lendersuch Bank (with a copy to Agent), suspend the obligation of Lender such Bank to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Prime Rate Loan owing to Lender such Bank to Eurodollar LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided that such suspension shall not affect the right of Lender such Bank to receive the compensation so requested. (ii) If, after the date hereof, Lender any Bank shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender such Bank or any corporation controlling Lender such Bank as a consequence of Lendersuch Bank's obligations hereunder to a level below that which Lender such Bank or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower upon demand Borrowers shall pay to Lender such Bank such additional amount or amounts as will compensate Lender such Bank for such reduction. (iii) Lender Each Bank shall promptly notify Borrower Borrowers and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender such Bank to compensation pursuant to this Section 5.3. 5(c) will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lendersuch Bank, be otherwise disadvantageous to it. If Lender claims Any Bank claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower Borrowers and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender such Bank may use any reasonable averaging and attribution methods. (iv) If Lender gives Any Bank giving notice to the Borrower Borrowers through the Agent, pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower Borrowers a statement signed by an officer of Lender such Bank setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender such Bank therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower Borrowers of any notice referred to in Section 5.3.5(c), the Borrower Borrowers shall pay to Lender the Agent for the account of the Bank issuing such notice such additional amounts as are required to compensate Lender such Bank for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower Borrowers shall not be obligated to compensate Lender such Bank for any increased costs, reduced payments or increased capital requirements to the extent that Lender such Bank incurs the same prior to a date six (6) months before Lender such Bank gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject Lender Bank to any tax, duty, or other charge with respect to any Eurodollar Loans, the Revolving Note, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to Lender Bank under this Agreement, or the Revolving Note, in respect of any Eurodollar Loans (other than franchise taxes and taxes imposed on the overall net income of LenderBank); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, LenderBank, including the Commitment of Lender Bank hereunder; or (C) shall impose on Lender Bank or on the London interbank market any other condition affecting this Agreement or the Revolving Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to Lender Bank of making, converting into, continuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by Lender Bank under this Agreement or the Revolving Note with respect to any Eurodollar Loans, then pursuant to Section 5.3(v) Borrower shall pay to Lender Bank on demand such amount or amounts as will compensate Lender such Bank for such increased cost or reduction. If Lender Bank requests compensation by Borrower under this Section 5.34.3., Borrower may, by notice to LenderBank, suspend the obligation of Lender Bank to make or continue Eurodollar Loans, or to convert all or part of the Base Rate Loan owing to Lender Bank to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.34.3. shall be applicable); provided that such suspension shall not affect the right of Lender Bank to receive the compensation so requested. (ii) If, after the date hereof, Lender Bank shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender Bank or any corporation controlling Lender Bank as a consequence of LenderBank's obligations hereunder to a level below that which Lender Bank or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to Lender Bank such additional amount or amounts as will compensate Lender Bank for such reduction. (iii) Lender Bank shall promptly notify Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender such Bank to compensation pursuant to this Section 5.34.3. will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of LenderBank, be otherwise disadvantageous to it. If Lender Bank claims compensation under this Section 5.34.3., Lender Bank shall simultaneously furnish to Borrower a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender Bank may use any reasonable averaging and attribution methods. (iv) If Lender Bank gives notice to the Borrower pursuant to Section 5.3. hereof4.3., Lender Bank shall simultaneously give to the Borrower a statement signed by an officer of Lender such Bank setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender Bank therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in Section 5.34.3., the Borrower shall pay to Lender the Bank such additional amounts as are required to compensate Lender Bank for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender Bank for any increased costs, reduced payments or increased capital requirements to the extent that Lender Bank incurs the same prior to a date six (6) months before Lender Bank gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LIBOR Loans, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans LIBOR Loan (other than franchise taxes and taxes imposed on or measured by the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans LIBOR Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLIBOR Loan, then pursuant to Section 5.3(v) Borrower Borrowers shall pay to such Lender on demand such amount or amounts as will reasonably compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower Borrowers under this Section 5.3.5(c), Borrower Borrowers may, by notice to Lendersuch Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar LIBOR Loans, or to convert all or part of the Base Rate Loan Loans owing to such Lender to Eurodollar LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereofEffective Date, any Lender shall have reasonably determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower upon demand Borrowers shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower Borrowers and Agent of any event of which it has knowledge, occurring after the date hereofEffective Date, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending officean alternative Lending Installation, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower Borrowers and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to Borrowers through the Borrower Agent pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower Borrowers a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower Borrowers of any notice referred to in Section 5.3.5(c), the Borrower Borrowers shall pay to the Agent for the account of the Lender issuing such notice such additional amounts as are required to compensate such Lender for the increased cost, reduce reduced payments or increase increased capital requirements identified therein, as the case may be; provided, that . (vi) Failure or delay on the Borrower part of any Lender to demand compensation pursuant to this Section shall not be obligated constitute a waiver of any such Lender's right to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required noticedemand such compensation.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LoansLoan, the Revolving Noteits Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans Loan (other than franchise taxes and taxes imposed on the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLoan, then pursuant to Section 5.3(v) Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 5.3.5(c), Borrower may, by notice to Lendersuch Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to make or continue Eurodollar Loans, or to convert all or part of the Base Rate Loan owing to such Lender to a Eurodollar LoansLoan, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided PROVIDED that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower and Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower and Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to the Borrower through the Administrative Agent, pursuant to Section 5.3. hereof, Lender Sections 3(k) or 5(c) shall simultaneously give to the Borrower a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in Section 5.3.Sections 3(k) or 5(c), the Borrower shall pay to Lender such additional amounts as are required to compensate Lender the Administrative Agent for the increased cost, reduce payments or increase capital requirements identified therein, as account of the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.issuing such notice such

Increased Cost or Reduced Return. (i) If, after the date hereofEffective Date, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any taxTax, duty, or other charge with respect to any Eurodollar LoansBA Rate Loan, the Revolving Noteits Notes, or its obligation to make Eurodollar BA Rate Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans BA Rate Loan (other than franchise taxes and taxes Taxes imposed on or measured by the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans BA Rate Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansBA Rate Loan, then pursuant to Section 5.3(v) Borrower shall pay to such Lender on demand such amount or amounts as will reasonably compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 5.3.5(c), Borrower may, by notice to Lendersuch Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar BA Rate Loans, or to convert all or part of the Base Prime Rate Loan Loans owing to such Lender to Eurodollar BA Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereofEffective Date, any Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending officean alternative Lending Installation, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to the Borrower through the Agent pursuant to this Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in this Section 5.3.5(c), the Borrower shall pay to the Agent for the account of the Lender issuing such notice such additional amounts as are required to compensate such Lender for the increased cost, reduce reduced payments or increase increased capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender any Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject Lender such Bank to any tax, duty, or other charge with respect to any Eurodollar LoansLIBOR Loan, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to Lender such Bank under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans LIBOR Loan (other than franchise taxes and taxes imposed on the overall net income of Lendersuch Bank); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lendersuch Bank, including the Commitment of Lender such Bank hereunder; or (C) shall impose on Lender such Bank or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to Lender such Bank of making, converting into, continuing, or maintaining any Eurodollar Loans LIBOR Loan or to reduce any sum received or receivable by Lender such Bank under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLIBOR Loan, then pursuant to Section 5.3(v) Borrower shall pay to Lender such Bank on demand such amount or amounts as will reasonably compensate Lender such Bank for such increased cost or reduction. If Lender requests compensation by Borrower under this Section 5.3., Borrower may, by notice to Lender, suspend the obligation of Lender to make or continue Eurodollar Loans, or to convert all or part of the Base Rate Loan owing to Lender to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. shall be applicable); provided that such suspension shall not affect the right of Lender to receive the compensation so requested. (ii) If, after the date hereof, Lender any Bank shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender such Bank or any corporation controlling Lender such Bank as a consequence of Lendersuch Bank's obligations hereunder to a level below that which Lender such Bank or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to Lender such Bank such additional amount or amounts as will reasonably compensate Lender such Bank for such reduction. (iii) Lender . Each Bank shall promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender such Bank to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lendersuch Bank, be otherwise disadvantageous to it. If Lender claims Any Bank claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender such Bank may use any reasonable averaging and attribution methods. (iv) If Lender gives . Any Bank giving notice to the Borrower through the Agent, pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower a statement signed by an officer of Lender such Bank setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender such Bank therefor. (v) Within fifteen (15) days after receipt by the Borrower of any notice referred to in Section 5.3., the Borrower shall pay to Lender such additional amounts as are required to compensate Lender for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender any Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject Lender such Bank to any tax, duty, or other charge with respect to any Eurodollar LoansLIBOR Loan, the Revolving Noteits Notes, or its obligation to make Eurodollar LIBOR Loans, or change the basis of taxation of any amounts payable to Lender such Bank under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans LIBOR Loan (other than franchise taxes and taxes imposed on the overall net income of Lendersuch Bank); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lendersuch Bank, including the Commitment of Lender such Bank hereunder; or (C) shall impose on Lender such Bank or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to Lender such Bank of making, converting into, continuing, or maintaining any Eurodollar Loans LIBOR Loan or to reduce any sum received or receivable by Lender such Bank under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLIBOR Loan, then pursuant to Section 5.3(v) Borrower shall pay to Lender such Bank on demand such amount or amounts as will reasonably compensate Lender such Bank for such increased cost or reduction. If Lender requests compensation by Borrower under this Section 5.3., Borrower may, by notice to Lender, suspend the obligation of Lender to make or continue Eurodollar Loans, or to convert all or part of the Base Rate Loan owing to Lender to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. shall be applicable); provided that such suspension shall not affect the right of Lender to receive the compensation so requested. (ii) If, after the date hereof, Lender any Bank shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender such Bank or any corporation controlling Lender such Bank as a consequence of Lendersuch Bank's obligations hereunder to a level below that which Lender such Bank or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to Lender such Bank such additional amount or amounts as will reasonably compensate Lender such Bank for such reduction. (iii) Lender Each Bank shall promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender such Bank to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lendersuch Bank, be otherwise disadvantageous to it. If Lender claims Any Bank claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender such Bank may use any reasonable averaging and attribution methods. (iv) If Lender gives Any Bank giving notice to the Borrower through the Agent, pursuant to Section 5.3. hereof, Lender 5(c) shall simultaneously give to the Borrower a statement signed by an officer of Lender such Bank setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender such Bank therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in Section 5.3.5(c), the Borrower shall pay to Lender the Agent for the account of the Bank issuing such notice such additional amounts as are required to compensate Lender such Bank for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be. If any Bank requests compensation by Borrower under this Section 5(c), Borrower may, by notice to such Bank (with a copy to Agent), suspend the obligation of such Bank to make or continue LIBOR Loans, or to convert all or part of the Base Rate Loans owing to such Bank to LIBOR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5(c) shall be applicable); provided, provided that the Borrower such suspension shall not be obligated affect the right of such Bank to compensate Lender for any increased costs, reduced payments or increased capital requirements to receive the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required noticecompensation so requested.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar Loans, the its Revolving Note, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, or the its Revolving Note, in respect of any Eurodollar Loans (other than franchise taxes and taxes imposed on the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the its Revolving Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by such Lender under this Agreement or the its Revolving Note with respect to any Eurodollar Loans, then pursuant to Section 5.3(v) Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If such Lender requests compensation by Borrower under this Section 5.3., Borrower may, by notice to Lendersuch Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue Eurodollar Loans, or to convert all or part of the Base Rate Loan owing to such Lender to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, such Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) upon demand Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If such Lender claims compensation under this Section 5.3., such Lender shall simultaneously furnish to Borrower and Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If any Lender gives notice to the Borrower (either by Lender or through the Administrative Agent) pursuant to Section 5.3. or Section 3.1. 6. hereof, Lender shall simultaneously give to the Borrower a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower of any notice referred to in Section 5.3., the Borrower shall pay to such Lender such additional amounts as are required to compensate such Lender for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate such Lender for any increased costs, reduced payments or increased capital requirements to the extent that such Lender incurs the same prior to a date six (6) months before such Lender gives the required notice.

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LoansBA Rate Loan, the Revolving Noteits Notes, or its obligation to make Eurodollar BA Rate Loans, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans BA Rate Loan (other than franchise taxes and taxes imposed on or measured by the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments Commitment of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitmentsCommitment; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans BA Rate Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansBA Rate Loan, then pursuant to Section 5.3(v) Borrower shall pay to such Lender on demand such amount or amounts as will reasonably compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 5.3.5(c), Borrower may, by notice to Lender, suspend the obligation of such Lender (with a copy to make or continue Eurodollar Loans, or to convert all or part of the Base Rate Loan owing to Lender to Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. shall be applicable); provided that such suspension shall not affect the right of Lender to receive the compensation so requested. (ii) If, after the date hereof, Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender or any corporation controlling Lender as a consequence of Lender's obligations hereunder to a level below that which Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacyAgent), then from time to time pursuant to Section 5.3(v) Borrower shall pay to Lender such additional amount or amounts as will compensate Lender for such reduction. (iii) Lender shall promptly notify Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender to compensation pursuant to this Section 5.3. will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it. If Lender claims compensation under this Section 5.3., Lender shall simultaneously furnish to Borrower a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, Lender may use any reasonable averaging and attribution methods. (iv) If Lender gives notice to the Borrower pursuant to Section 5.3. hereof, Lender shall simultaneously give to the Borrower a statement signed by an officer of Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate Lender therefor. (v) Within fifteen (15) days after receipt by the Borrower of any notice referred to in Section 5.3., the Borrower shall pay to Lender such additional amounts as are required to compensate Lender for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.suspend

Increased Cost or Reduced Return. (i) If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (A) shall subject such Lender to any tax, duty, or other charge with respect to any Eurodollar LoansLoan, the Revolving Noteits Notes, or its obligation to make Eurodollar LoansLoan, or change the basis of taxation of any amounts payable to such Lender under this Agreement, Agreement or the Revolving Note, its Notes in respect of any Eurodollar Loans Loan (other than franchise taxes and taxes imposed on the overall net income of such Lender); (B) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than reserve requirements, if any, taken into account in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, including the Commitment of such Lender hereunder; or (C) shall impose on such Lender or on the London interbank market any other condition affecting this Agreement or the Revolving Note its Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing, or maintaining any Eurodollar Loans Loan or to reduce any sum received or receivable by such Lender under this Agreement or the Revolving Note its Notes with respect to any Eurodollar LoansLoan, then pursuant to Section 5.3(v) Borrower Borrowers shall pay to such Lender on demand such amount or amounts as will reasonably compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower Borrowers under this Section 5.3.5(c), Borrower Borrowers may, by notice to Lendersuch Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Eurodollar LoansLoan, or to convert all or part of the Base Rate Loan owing to such Lender to Eurodollar LoansLoan, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.3. 5(c) shall be applicable); provided PROVIDED that such suspension shall not affect the right of such Lender to receive the compensation so requested. (ii) If, after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time pursuant to Section 5.3(v) Borrower upon demand Borrowers shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction. (iii) Each Lender shall promptly notify Borrower Borrowers and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.3. 5(c) and will designate a separate lending office, if applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. If Any Lender claims claiming compensation under this Section 5.3., Lender 5(c) shall simultaneously furnish to Borrower Borrowers and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (iv) If Any Lender gives giving notice to the Borrower Borrowers through the Agent, pursuant to Section 5.3. hereof, Lender Sections 3(k) or 5(c) shall simultaneously give to the Borrower Borrowers a statement signed by an officer of such Lender setting forth in reasonable detail the basis for, and the calculation of such additional cost, reduced payments or capital requirements, as the case may be, and the additional amounts required to compensate such Lender therefor. (v) Within fifteen five (155) days Business Days after receipt by the Borrower Borrowers of any notice referred to in Section 5.3.Sections 3(k) or 5(c), the Borrower Borrowers shall pay to the Agent for the account of the Lender issuing such notice such additional amounts as are required to compensate such Lender for the increased cost, reduce payments or increase capital requirements identified therein, as the case may be; provided, that the Borrower shall not be obligated to compensate Lender for any increased costs, reduced payments or increased capital requirements to the extent that Lender incurs the same prior to a date six (6) months before Lender gives the required notice.