Common use of Increased Cost Clause in Contracts

Increased Cost. If any Regulatory Change: (a) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Note, then, within 30 days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to any taxClosing Date, duty or other charge with respect to its Eurodollar Rate Advancesthe adoption of, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances change in, any applicable law, rule or its obligation to make Eurodollar Rate Advances (except for changes regulation, or any change in the rate interpretation or administration of tax on any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the overall net income interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or law) of any such authority, central bank or comparable agency: (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Loan, its Note or its obligation to make Eurodollar Rate Advancesthe Loan; and the result of any of the foregoing anything described in clauses (i) above and (ii) is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advancethe Loan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), Borrower shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction. The , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender will promptly notify first made demand therefor; provided, that if the Borrower event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to be paid the date on which such Lender first made demand therefor; provided, that if the event giving rise to it hereunder and stating in reasonable detail the basis for the charge and the method of computationsuch costs or reductions has retroactive effect, such 180 day period shall be conclusive in extended to include the absence period of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodretroactive effect.

Increased Cost. If any Regulatory Change: (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall subject the impose on Lender to any tax, duty or other charge with respect to condition affecting its Eurodollar Rate AdvancesLIBOR Loans, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances Note or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing anything described above is to increase the cost to the (or to impose a cost on) Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail), the Borrower shall pay directly to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or such reduction. The , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which Lender will promptly notify first made demand therefor; provided, that if the Borrower event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by Lender or any Person controlling Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Lender’s or such controlling Person’s capital as a consequence of Lender’s obligations hereunder to a level below that which it has knowledgeLender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by Lender or such controlling Person to be material, then from time to time, upon demand by Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail), Borrower shall pay to Lender such additional amount as will compensate Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to be paid the date on which Lender first made demand therefor; provided, that if the event giving rise to it hereunder and stating in reasonable detail the basis for the charge and the method of computationsuch costs or reductions has retroactive effect, such 180 day period shall be conclusive in extended to include the absence period of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodretroactive effect.

Increased Cost. If any Regulatory Change: (a) If (i) Regulation D or (ii) a Regulatory Change: (A) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advancesthe LIBOR Loans, the Note or its obligation to make Eurodollar Rate Advances LIBOR Loans, or shall change the basis of taxation of payment payments to the Lender of the principal of or interest on Eurodollar Rate Advances its LIBOR Loans or any other amounts due under this Agreement in respect of Eurodollar Rate Advances its LIBOR Loans or its obligation to make Eurodollar Rate Advances LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or or (bB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the BoardBoard of Governors of the Federal Reserve System), but excluding with respect to any Eurodollar Rate Advance any such special deposit, capital or similar requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, the Lender or shall impose on the shall, with respect to Lender impose, modify or on the interbank Eurodollar market deem applicable any other condition affecting its Eurodollar Rate Advances Lender’s LIBOR Loans, the Note or its Lender’s obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under its Note with respect thereto, by an amount deemed by Lender to be material, and if Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the Noteinclusion of the reference to “LIBOR Reserve Percentage” in the calculation of the LIBOR Rate, thenthen upon notice by Lender to Borrower, within 30 days after demand by which notice shall set forth Lender’s supporting calculations and the Lenderdetails of the Regulatory Change, the Borrower shall pay to the Lender Lender, as additional interest, such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The determination by Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth Section of the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amountamount or amounts, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to Closing Date, the adoption of, or any taxchange in, duty any applicable law, rule or other charge regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances the interpretation or shall change the basis of taxation of payment administration thereof (provided that notwithstanding anything herein to the Lender contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the principal date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar ability to make loans based on the LIBOR Rate Advances or its obligation to make Eurodollar Rate Advancesloans based on the LIBOR Rate; and the result of any of the foregoing anything described in clauses (i) and (ii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceloan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. The For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender will promptly notify shall reasonably determine that any change after the Borrower Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five (5) Business Days of demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to it hereunder such Lender pursuant to this Section 3.2 would be materially reduced and stating if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c) (setting forth in reasonable detail the basis for the charge and the method of computation, requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive in the absence of absent manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to Closing Date, the adoption of, or any taxchange in, duty any applicable law, rule or other charge regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances the interpretation or shall change the basis of taxation of payment administration thereof (provided that notwithstanding anything herein to the Lender contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the principal date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 6.4), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar ability to make loans based on the LIBOR Rate Advances or its obligation to make Eurodollar Rate Advancesloans based on the LIBOR Rate; and the result of any of the foregoing anything described in clauses (i) and (ii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceloan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. The For the avoidance of doubt, this Section 3.2(a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender will promptly notify shall reasonably determine that any change after the Borrower Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five Business Days of demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to it hereunder such Lender pursuant to this Section 3.2 would be materially reduced and stating if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 3.2(c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 3.2(c) (setting forth in reasonable detail the basis for the charge and the method of computation, requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive in the absence of absent manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodCERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Increased Cost. If any Regulatory Change: (a) If (i) Regulation D or (ii) a Regulatory Change: (A) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advancesthe LIBOR Loans, the Note or its obligation to make Eurodollar Rate Advances LIBOR Loans, or shall change the basis of taxation of payment payments to the Lender of the principal of or interest on Eurodollar Rate Advances its LIBOR Loans or any other amounts due under this Agreement in respect of Eurodollar Rate Advances its LIBOR Loans or its obligation to make Eurodollar Rate Advances LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or or (bB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the BoardBoard of Governors of the Federal Reserve System), but excluding with respect to any Eurodollar Rate Advance any such special deposit, capital or similar requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, the Lender or shall impose on the shall, with respect to Lender impose, modify or on the interbank Eurodollar market deem applicable any other condition affecting its Eurodollar Rate Advances Lender’s LIBOR Loans, the Note or its Lender’s obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under its Note with respect thereto, by an amount deemed by Lender to be material, and if Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the Noteinclusion of the reference to “Reserve Percentage” in the calculation of the LIBOR Rate, thenthen upon notice by Lender to Borrower, within 30 days after demand by which notice shall set forth Lender’s supporting calculations and the Lenderdetails of the Regulatory Change, the Borrower shall pay to the Lender Lender, as additional interest, such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The determination by Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth Section of the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amountamount or amounts, the Lender may use any reasonable averaging and attribution methods. (b) If Lender demands compensation under Section 2.13(a) above, Borrower may at any time, upon at least three (3) LIBOR Banking Day’s prior notice to Lender, convert its then outstanding LIBOR Loans to Base Rate Loans in an equal principal amount. Failure Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the part date of the Lender to demand compensation for such conversion together with any increased costs or reduction in funding losses and other amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Perioddue under Section 2.10 and this Section 2.13.

Increased Cost. If any Regulatory Change: : (ai) shall subject the Lender any Bank to any tax, duty or other charge with respect to its Eurodollar Rate Advancesthis Agreement, its obligation to make Eurodollar Rate Advances any Letter of Credit, any participation in a Letter of Credit or any SOFR Loans made by it or shall change the basis of taxation of payment payments to the Lender any Bank or any Issuing Bank in respect thereof (of the principal of or interest on Eurodollar Rate Advances its SOFR Loans or any other amounts due under this Agreement in respect of Eurodollar Rate Advances its SOFR Loans or its obligation to make Eurodollar Rate Advances SOFR Loans (except for changes Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of tax on the overall net income of the Lender imposed of, any Excluded Tax payable by the jurisdiction in which the Lender's principal office is locatedor with respect to amounts payable to such Bank or such Issuing Bank)); or or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement capital, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended or participated in by, any Bank or any Issuing Bank; or (iii) shall, with respect to any Bank, any Issuing Bank or the Lender London interbank market impose, modify or shall impose on the Lender or on the interbank Eurodollar market deem applicable any other condition affecting its Eurodollar Rate Advances this Agreement or its obligation to make Eurodollar Rate Advancessuch Bank’s SOFR Loans or any Letter of Credit or participation therein; and the result of any of the foregoing is to increase the cost to (or in the Lender case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any Eurodollar Rate AdvanceSOFR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Bank or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by the Lender such Bank under this Agreement Agreement, then upon notice by such Bank or under such Issuing Bank to the NoteAdministrative Agent and the Borrowers, thenwhich notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, within 30 days after demand by the Lender, the each Borrower shall pay to such Bank or such Issuing Bank, as the Lender case may be, as additional interest, its Applicable Share of such additional amount or amounts as will compensate the Lender such Bank or such Issuing Bank for such increased cost or reduction. The Lender will promptly notify the Borrower of determination by any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation Bank under this Section, setting forth Section of the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amountamount or amounts, the Lender Banks may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If any Regulatory Change: : (ai) shall subject the Lender any Bank to any tax, duty or other charge with respect to its Eurodollar Rate Advancesthis Agreement, its obligation to make Eurodollar Rate Advances any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans made by it or shall change the basis of taxation of payment payments to any Bank or the Lender Issuing Bank in respect thereof (of the principal of or interest on Eurodollar Rate Advances its LIBOR Loans or any other amounts due under this Agreement in respect of Eurodollar Rate Advances its LIBOR Loans or its obligation to make Eurodollar Rate Advances LIBOR Loans (except for changes Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of tax on of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is locatedIssuing Bank); or or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement capital, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended or participated in by, any Bank (except the Lender Reserve Requirement reflected in the LIBOR Rate) or shall impose on the Lender Issuing Bank or on (iii) shall, with respect to any Bank, the Issuing Bank or the London interbank Eurodollar market impose, modify or deem applicable any other condition affecting its Eurodollar Rate Advances this Agreement or its obligation to make Eurodollar Rate Advancessuch Bank’s LIBOR Loans or any Letter of Credit or participation therein; and the result of any of the foregoing is to increase the cost to (or in the Lender case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Bank or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by the Lender such Bank under this Agreement Agreement, then upon notice by such Bank or under the NoteIssuing Bank to the Administrative Agent and Borrower, thenwhich notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, within 30 days after demand by the Lender, the Borrower shall pay to such Bank or the Lender Issuing Bank, as the case may be, as additional interest, such additional amount or amounts as will compensate such Bank or the Lender Issuing Bank for such increased cost or reduction. The Lender will promptly notify the Borrower of determination by any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation Bank under this Section, setting forth Section of the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amountamount or amounts, the Lender Banks may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Closing Date, the adoption or taking effect of, or any change in, any applicable law, rule, regulation or treaty, or any change in the interpretation or administration of any applicable law, rule, regulation or treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender to with any taxrequest, duty rule, guideline or other charge with respect to its Eurodollar Rate Advancesdirective (whether or not having the force of law) of any such authority, its obligation to make Eurodollar Rate Advances central bank or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, by the Lender; (ii) subject the Lender or Agent to any Taxes (other than Taxes indemnified pursuant to Section 3.1); or (iii) shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Loan, its Note or its obligation to make Eurodollar Rate Advancesthe Loan; and the result of any of the foregoing anything described in clauses (i) through (iii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceits Loan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), Borrower shall pay directly to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or such reduction. The . (b) If the Lender will promptly notify shall reasonably determine that any change in, or the Borrower adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by the Lender or any Person controlling the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which it has knowledge, occurring after the date hereof, which will entitle the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration the Lender’s or such controlling Person’s policies with respect to compensation pursuant to this Section. A certificate of capital adequacy) by an amount deemed by the Lender claiming compensation under this Sectionor such controlling Person to be material, then from time to time, upon demand by the Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to the Lender such additional amount as will compensate the Lender or amounts such controlling Person for such reduction. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be paid to it hereunder and stating a change in reasonable detail the basis for the charge and the method of computationlaw, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part regardless of the Lender to demand compensation for any increased costs date enacted, adopted, issued or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodimplemented.

Increased Cost. If any Regulatory Change: (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject the Lender any Bank to any tax, duty or other charge with respect to its Eurodollar Rate AdvancesLIBOR Loans, its Revolving Credit Notes or its obligation to make Eurodollar Rate Advances LIBOR Loans hereunder, or shall change the basis of taxation of payment payments to the Lender any Bank of the principal of or interest on Eurodollar Rate Advances its LIBOR Loans or any other amounts due under this Agreement in respect of Eurodollar Rate Advances its LIBOR Loans or its obligation to make Eurodollar Rate Advances LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is locatedsuch Bank); or (bB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the BoardBoard of Governors of the Federal Reserve System), but excluding with respect to any Eurodollar Rate Advance any such special deposit, capital or similar requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Lender Interbank Eurodollar market, impose, modify or shall impose on the Lender or on the interbank Eurodollar market deem applicable any other condition affecting its Eurodollar Rate Advances LIBOR Loans, its Revolving Credit Notes or its obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the Lender case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender such Bank under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the Noteinclusion of the reference to LIBOR Reserve Percentage in the calculation of the interest rate applicable to LIBOR Loans, then, within 30 fifteen (15) days after demand notice by such Bank to Borrower together with a copy of the Lenderofficial notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), the Borrower shall pay to for the Lender account of such Bank as additional interest, such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify Borrower, the Borrower Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle the Lender such Bank to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amountamount or amounts, the Lender such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Failure on Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the part aggregate principal amount of the Lender such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodBorrower.

Increased Cost. If any Regulatory Change: (a) If a Change of Law or compliance by the Lender with any request or directive (whether or not having the force of law) of any Governmental Authority either: (i) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis any Letter of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances Credit or its obligation to make Eurodollar Rate Advances obligations hereunder or under any Letter of Credit Documents, or (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit insurance or similar requirement (including, without limitation, any such requirement requirements imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to Board of Governors of the extent included in calculating the applicable Adjusted Eurodollar RateFederal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Lender or its parent; or (iii) shall impose on the Lender or on the interbank Eurodollar market its parent any other similar condition affecting its Eurodollar Rate Advances relating to the Letter of Credit or its obligation to make Eurodollar Rate Advancesobligations hereunder or under any Letter of Credit Documents; and the result of any of the foregoing is to increase the cost to the Lender or its parent of making or maintaining the Letter of Credit or its obligations hereunder or under any Eurodollar Rate AdvanceLetter of Credit Documents, or to reduce the amount of any sum received or receivable by the Lender or its parent under this Agreement Agreement, under the Letter of Credit or hereunder or under the Noteother Loan Documents with respect thereto, thenby an amount deemed by the Lender to be material, within 30 the Lender shall notify the Borrower in writing describing such circumstances and the amount needed to compensate the Lender or its parent. Within ten (10) days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its parent for such increased cost or reduction. The . (b) If the Lender will promptly shall have determined that a Change of Law or compliance by the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Lender’s (or its parent’s) capital as a consequence of the issuance or continuance of any Letter of Credit or its ability to make Loans or LOC Loans upon the occurrence of draws under any Letter of Credit (taking into consideration the Lender’s (or its parent’s) policies with respect to capital adequacy), by an amount deemed by the Lender to be material, then from time to time, the Lender shall notify the Borrower of any event of which it has knowledge, occurring after in writing describing such circumstances and the date hereof, which will entitle amount needed to compensate the Lender or its parent. Within ten (10) days after demand by the Lender, Borrower shall pay to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the such additional amount or amounts to be paid to it hereunder and stating in reasonable detail as will compensate the basis Lender (or its parent’s) for the charge and the method of computation, shall be conclusive in the absence of error. such reduction. (c) In determining such amountamounts owing pursuant to Subsections (a) and (b), the Lender may use any reasonable averaging averaging, allocation and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) (Change in law): If by reason of any Regulatory Changechange in law or in its interpretation or administration or because of compliance with any request from or requirement of any fiscal, monetary or other Governmental Agency: (ai) shall subject the Lender to any tax, duty Standby Redraw Facility Provider incurs a cost as a result of its having entered into or other charge with respect to performing its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due obligations under this Agreement in respect or as a result of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances any Advance being outstanding hereunder; (except for changes ii) there is any increase in the rate cost to the Standby Redraw Facility Provider of tax on funding or maintaining any Advance; (iii) the overall net income amount of principal, interest or other amount payable to the Lender imposed by Standby Redraw Facility Provider or the jurisdiction in which effective return to the Lender's principal office Standby Redraw Facility Provider under this Agreement is located)reduced; or (iv) the Standby Redraw Facility Provider becomes liable to make any payment (not being a payment of Tax on its overall net income) on or calculated by reference to the amount of Advances made under this Agreement, then from time to time on notification by the Standby Redraw Facility Provider (copied to the Manager) the Trustee will on the Distribution Date following such notification and on each succeeding Distribution Date until the Standby Redraw Facility Provider is paid in full pay to the Standby Redraw Facility Provider so much of the amounts sufficient to indemnify the Standby Redraw Facility Provider against such cost, increased cost, reduction or liability that is available for this purpose in accordance with the Series Supplement. (b) shall impose(No defence): If the Standby Redraw Facility Provider has acted in good faith it will not be a defence to the Trustee, modify in the event of any failure by the Trustee to comply with its payment obligations under clause 8.2(a), that any such cost, increased cost, reduction or deem applicable any reserveliability could have been avoided. However, special depositthe Standby Redraw Facility Provider will negotiate in good faith with the Trustee and the Manager with a view to finding a means by which such cost, capital requirement increased cost, reduction or similar requirement liability may be minimised. (includingc) (Certificate conclusive): The Standby Redraw Facility Provider's certificate as to the amount of, without limitationand basis for arriving at, any such requirement imposed by the Boardcost, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets ofincreased cost, deposits with reduction or for the account of, or credit extended by, the Lender or shall impose liability is conclusive and binding on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Note, then, within 30 days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive Trustee in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure manifest error on the part face of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodcertificate.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its Note or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender any Bank (or its Applicable Lending Office) of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office or in the Lender rate of branch taxes or doing business taxes (in either case, imposed by the jurisdiction in which the Lender's principal office is locatedlieu of net income taxes)); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender any Bank’s Applicable Lending Office or against Letters of Credit issued by USBNA or shall impose on the Lender any Bank (or on its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, its Notes or its obligation to make Eurodollar Rate AdvancesAdvances or affecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to the Lender such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate AdvanceAdvance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the Lender such Bank (or its Applicable Lending Office) under this Agreement or under the its Note, then, within 30 days after demand by such Bank (with a copy to the LenderAgent), the Borrower shall pay to the Lender such Bank such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice. A certificate of the Lender any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender such Bank may use any reasonable averaging and attribution methods. Failure Subject to the 45-day limitation set forth above in this Section 2.23, failure on the part of the Lender any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's such Bank’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If the introduction of, or any Regulatory Change:change in, applicable law, regulation, treaty or official directive or regulatory requirement now or hereafter in effect (whether or not having the force of law) or in the interpretation or application thereof by any court or by any judicial or governmental authority charged with the interpretation or administration thereof, or if compliance by a Lender with any request from any central bank or other fiscal, monetary or other regulatory authority (other than a change in the relative credit rating or borrowing ability of a Lender) (whether or not having the force of law): (a) shall subject the subjects any Lender to any taxTax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change changes the basis of taxation of payment payments due to the such Lender or increases any existing Tax, on payments of the principal of principal, interest or interest on Eurodollar Rate Advances or any other amounts due payable by a Borrower to such Lender under this Agreement (in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (each case, except for changes in the rate of tax Taxes on the overall net income or capital of the Lender imposed by the jurisdiction in which the such Lender's principal office is located); or, (b) shall imposeimposes, modify modifies or deem deems applicable any reserve, special deposit, regulatory, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, held by or deposits with in or for the account of, or credit extended loans bearing interest at a rate fixed on the basis of the London interbank market rates by, or any other acquisition of funds for loans bearing interest at a rate fixed on the basis of the London interbank market rates or any commitments or authorizations in respect thereof by any Lender or shall impose an office of any Lender, or (c) imposes on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances with respect to this Agreement (except for Taxes on the net income or its obligation to make Eurodollar Rate Advances; capital of such Lender), and the result of any of the foregoing Sections 7.2 (a), (b) or (c) is to increase the cost to the any Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or income receivable by the such Lender under this Agreement or under the Note, then, within 30 days after demand in respect of a Libor Loan by the Lenderany amount, the applicable Borrower shall pay to the Lender Canadian Agent or the U.S. Agent, as the case may be, for the account of any such additional Lender, that amount or amounts as will compensate the which compensates such Lender for such increased additional cost or reductionreduction in income (“Additional Compensation”) arising and calculated as and from a date which shall not be earlier than the 30th day preceding the date the applicable Borrower receives the notice referred to in the following sentence. The Upon any Lender will having determined that it is entitled to Additional Compensation, it shall promptly notify the Borrower Canadian Agent or the U.S. Agent, as the case may be, and such Agent shall promptly notify the applicable Borrower. A certificate by any manager of any event such Lender setting forth the amount of which the Additional Compensation and the basis for it has knowledge, occurring after the date hereof, which will entitle the shall be submitted by such Lender to compensation such Agent and forwarded by such Agent, to the applicable Borrower and, absent manifest error, shall be prima facie evidence of the amount of the Additional Compensation and the applicable Agent shall debit, from the applicable Borrower’s accounts, the amount stipulated as Additional Compensation in such certificate in accordance with Section 10.8. If an Agent notifies a Borrower pursuant to this Section. A certificate Section 7.2, such Borrower shall have the right, upon written irrevocable notice to that effect delivered to such Agent at least 10 Business Days prior to the end of the Lender claiming compensation under this Sectionsuch Libor Interest Period, setting forth the additional amount to repay or amounts to be paid to it hereunder and stating convert such Lender’s Participation in reasonable detail the basis for the charge any such Libor Loan in full, together with payment of accrued interest and the method Additional Compensation to the date of computationpayment, shall be conclusive to U.S. Base Rate Loans which do not suffer the same defect or U.S. Prime Rate Loans, as the case may be, denominated in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.U.S.$.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Closing Date, the adoption or taking effect of, or any change in, any Applicable Law, rule, regulation or treaty, or any change in the interpretation or administration of any Applicable Law, rule, regulation or treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender to with any taxrequest, duty rule, guideline or other charge with respect to its Eurodollar Rate Advancesdirective (whether or not having the force of law) of any such authority, its obligation to make Eurodollar Rate Advances central bank or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, by the Lender; (ii) subject the Lender or the Agent to any Taxes (other than Taxes described in clauses (ii) and (iii) of the definition of Excluded Taxes, Taxes indemnified pursuant to Section 3.1 and Connection Income Taxes); or (iii) shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Loan, its Note or its obligation to make Eurodollar Rate Advancesthe Loan; and the result of any of the foregoing anything described in clauses (i) through (iii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceits Loan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Agent), the Borrower shall pay directly to the Lender such additional amount as will compensate the Lender for such increased cost or such reduction. (b) If the Lender shall reasonably determine that any change in, or the adoption or phase-in of, any Applicable Law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by the Lender or any Person controlling the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration the Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by the Lender or such controlling Person to be material, then from time to time, upon demand by the LenderLender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Agent), the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or such controlling Person for such increased cost reduction. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or reductionany successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented. The Lender will promptly notify Notwithstanding anything to the contrary in this Section 3.2, the Borrower of shall not be required to compensate the Lender for any event of which it has knowledge, occurring after amounts incurred more than 180 days prior to the date hereof, which will entitle that the Lender to compensation pursuant to this Section. A certificate of delivers the Lender claiming compensation under this Section, setting forth statement making the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis demand for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodpayment.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Rate LIBOR Advances, its Revolving Note or its obligation to make Eurodollar Rate LIBOR Advances or shall change the basis of taxation of payment to the Lender any Bank (or its Applicable Lending Office) of the principal of or interest on Eurodollar Rate its LIBOR Advances or any other amounts due under this Agreement in respect of Eurodollar Rate its LIBOR Advances or its obligation to make Eurodollar Rate LIBOR Advances (except for changes in the rate of tax on the overall net income of the Lender such Bank or its Applicable Lending Office imposed by the jurisdiction in which the Lendersuch Bank's principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate LIBOR Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar RateLIBOR) against assets of, deposits with or for the account of, or credit extended by, the Lender any Bank's Applicable Lending Office or shall impose on the Lender any Bank (or on its Applicable Lending Office) or the interbank Eurodollar eurodollar market any other condition affecting its Eurodollar Rate Advances LIBOR Advances, its Revolving Note or its obligation to make Eurodollar Rate LIBOR Advances; and the result of any of the foregoing is to increase the cost to the Lender such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate LIBOR Advance, or to reduce the amount of any sum received or receivable by the Lender such Bank (or its Applicable Lending Office) under this Agreement or under the its Revolving Note, then, within 30 fifteen days after demand by such Bank (with a copy to the LenderAgent), the Borrower shall pay to the Lender such Bank such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank; provided, however, that the Borrower's liability for additional amounts computed in accordance with this Section shall be neither changed nor waived by the failure to give such notice. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice. A certificate of the Lender any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in rebuttable presumptive evidence of the absence of errormatters stated therein. In determining such amount, the Lender any Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lendersuch Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If If, after the date hereof, any Regulatory ChangeChange -------------- or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority, central bank, or comparable agency: (ai) shall subject the such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to any Libor Accounts, its Eurodollar Rate AdvancesNotes, or its obligation to make Eurodollar Rate Advances Libor Accounts, or shall change the basis of taxation of payment any amounts payable to the such Lender of the principal of (or interest on Eurodollar Rate Advances or any other amounts due its Applicable Lending Office) under this Agreement or its Notes in respect of Eurodollar Rate Advances any Libor Accounts (other than franchise taxes or its obligation to make Eurodollar Rate Advances (except for changes in taxes imposed on or measured by the rate of tax on the overall net income of the such Lender imposed by the jurisdiction in which the Lender's such Lender is organized, has its principal office or such Applicable Lending Office or is locateddoing business); or; (bii) shall impose, modify modify, or deem applicable any reserve, special deposit, capital requirement assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board, but excluding with respect Reserve Requirement utilized in the determination of the Adjusted Libor Rate) relating to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), including the Commitments of such Lender or hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the Lender or on the London interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances this Agreement or its obligation to make Eurodollar Rate AdvancesNotes 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 the such Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Eurodollar Rate Advance, Libor Accounts or to reduce the amount of any sum received or receivable by the such Lender (or its Applicable Lending Office) under this Agreement or under the Noteits Notes with respect to any Libor Accounts, then, within 30 days after demand by the Lender, then the Borrower shall pay to the such Lender on demand such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The If any Lender will promptly notify requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender -------------- (with a copy to the Administrative Agent), suspend the obligation of any event of which it has knowledge, occurring after the date hereof, which will entitle the such Lender to compensation pursuant make or maintain Libor Accounts, or to this Section. A certificate of Convert Base Rate Accounts into Libor Accounts, until the Lender claiming compensation under this Section, setting forth the additional amount event or amounts condition giving rise to such request ceases to be paid to it hereunder and stating in reasonable detail effect (in which case the basis for the charge and the method provisions of computation, Section 6.4 shall be conclusive in applicable); ----------- provided that such suspension shall not affect the absence right of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand -------- receive the compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodso requested.

Increased Cost. If any Regulatory Change: : (ai) shall subject the Lender any Bank to any tax, duty or other charge with respect to its Eurodollar Rate Advancesthis Agreement, its obligation to make Eurodollar Rate Advances any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans made by it or shall change the basis of taxation of payment payments to the Lender any Bank or any Issuing Bank in respect thereof (of the principal of or interest on Eurodollar Rate Advances its LIBOR Loans or any other amounts due under this Agreement in respect of Eurodollar Rate Advances its LIBOR Loans or its obligation to make Eurodollar Rate Advances LIBOR Loans (except for changes Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of tax on the overall net income of the Lender imposed of, any Excluded Tax payable by the jurisdiction in which the Lender's principal office is locatedor with respect to amounts payable to such Bank or such Issuing Bank); or or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement capital, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended or participated in by, any Bank (except the Lender Reserve Requirement reflected in the LIBOR Rate) or shall impose on any Issuing Bank; or (iii) shall, with respect to any Bank, any Issuing Bank or the Lender London interbank market impose, modify or on the interbank Eurodollar market deem applicable any other condition affecting its Eurodollar Rate Advances this Agreement or its obligation to make Eurodollar Rate Advancessuch Bank’s LIBOR Loans or any Letter of Credit or participation therein; and the result of any of the foregoing is to increase the cost to (or in the Lender case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Bank or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by the Lender such Bank under this Agreement Agreement, then upon notice by such Bank or under such Issuing Bank to the NoteAdministrative Agent and the Borrowers, thenwhich notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, within 30 days after demand by the Lender, the each Borrower shall pay to such Bank or such Issuing Bank, as the Lender case may be, as additional interest, its Applicable Share of such additional amount or amounts as will compensate the Lender such Bank or such Issuing Bank for such increased cost or reduction. The Lender will promptly notify the Borrower of determination by any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation Bank under this Section, setting forth Section of the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amountamount or amounts, the Lender Banks may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If any Regulatory ChangeChange in Law shall: (a1) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender (except any such reserve requirement reflected in the Base Rate Tranche or shall LIBOR Fixed Rate Tranche); or (2) impose on any Lender, the Lender Agent or on the London interbank Eurodollar market any other condition affecting its Eurodollar this Agreement or the Advances in the Base Rate Advances Tranche or its obligation to make Eurodollar LIBOR Fixed Rate AdvancesTranche; and the result of any of the foregoing is shall be to increase the cost to the any Lender of making or maintaining any Eurodollar Advances in the Base Rate Tranche or LIBOR Fixed Rate Tranche (or of maintaining its obligation to make any such Base Rate Tranche Advance or LIBOR Fixed Rate Tranche Advance, ) or to increase the cost or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or otherwise), then the Companies jointly and severally agree to pay to each affected Lender under such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender reasonably determines that any Change in Law (other than with respect to any amendment made to any Lender’s certificate of incorporation or by-laws or other organizational or governing document) regarding capital requirements has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital of the Lender’s holding company, if any, as a consequence of this Agreement or under the Note, then, within 30 days after demand Advances made by the Lender to a level below that which the Lender or the Lender’s holding company could have achieved but for such Change in Law (taking into consideration the Lender’s policies with respect to capital adequacy) by an amount deemed in good faith to be material, then from time to time the Borrower shall Companies jointly and severally agree to pay to the each affected Lender such additional amount or amounts as will compensate the Lender or the Lender’s holding company for any such increased cost reduction suffered. (c) The Lenders agree not to claim compensation under this Section 6.5 for any nonmaterial amount, or reduction. The for any amount unbilled for more than one hundred eighty (180) days after the relevant Lender will promptly notify first learned of its claim therefor. (d) If any Lender claims compensation under this Section 6.5, the Borrower Lender shall deliver to the Company a certificate setting forth the amount or amounts necessary to compensate the Lender or its holding company, as the case may be, as specified in Section 6.5(a) or 6.5(b), and stating how such amounts were determined, which certificate shall be conclusive, absent manifest error, and (i) the Companies jointly and severally agree to pay the Lender the amount shown as due on any such certificate within ten (10) Business Days after the Company’s receipt of such certificate or (ii) the Company may elect by giving a written termination election notice to the Agent on or before ten (10) Business Days after receipt of such certificate to terminate the Credit Line and upon payment to the Agent (for the account of and disbursement to the Lenders) of all Obligations then outstanding (less the pro-rated portion of any event prepaid fees) on or before five (5) Business Days after such termination notice, the Credit Line will be terminated. (e) Failure or delay on the part of which it has knowledge, occurring after the date hereof, which will entitle the any Lender to demand compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period Section 6.5 shall not constitute a waiver of the Lender's rights ’s right to demand compensation such compensation; provided that the Companies shall not be required to compensate any Lender pursuant to this Section 6.5 for any increased costs or reduction reductions incurred more than one hundred eighty (180) days prior to the date that the Lender notifies the Company of the Change in amounts received Law giving rise to such increased costs or receivable reductions and of the Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (f) Provided that no Default has occurred that has not been cured and no Event of Default has occurred that the Agent has not declared in writing to have been cured or waived, and with the written consent of the Required Lenders, the Companies may seek to replace any subsequent Interest Period.Lender other than JPMorgan who claims compensation under this Section, subject to the requirements of this Section. For the purposes of this Section, a “Continuing Lender” means a Lender that is neither a Retiring Lender nor a New Lender; a “New Lender” means a bank or other lending institution that becomes a Lender hereunder as a result of the events described in this Section; a “Replacement Lender” means the Lender who is replacing the Retiring Lender; and a “Retiring Lender” means a Lender that ceases to be a Lender under this Agreement pursuant to the operation of this Section. The replacement of a Retiring Lender pursuant to this Section shall be effective on the tenth (10th) Business Day (the “Replacement Date”) following the date of a notice to the Retiring Lender and each Continuing Lender through the Agent, subject to satisfaction of the following conditions:

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to any taxClosing Date, duty or other charge with respect to its Eurodollar Rate Advancesthe adoption of, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances change in, any applicable law, rule or its obligation to make Eurodollar Rate Advances (except for changes regulation, or any change in the rate interpretation or administration of tax on any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the overall net income interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or law) of any such authority, central bank or comparable agency: (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.7), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances LIBOR Loans, its Note or its obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing anything described in clauses (i) above and (ii) is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), Borrower shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction. The , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender will promptly notify first made demand therefor; provided, that if the Borrower event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Letter of Credit to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to be paid the date on which such Lender first made demand therefor; provided, that if the event giving rise to it hereunder and stating in reasonable detail the basis for the charge and the method of computationsuch costs or reductions has retroactive effect, such 180 day period shall be conclusive in extended to include the absence period of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodretroactive effect.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to Closing Date, the adoption of, or any taxchange in, duty any applicable law, rule or other charge regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances the interpretation or shall change the basis of taxation of payment administration thereof (provided that notwithstanding anything herein to the Lender contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the principal date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation ability to make Eurodollar Rate Advancesloans; and the result of any of the foregoing anything described in clauses (i) and (ii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceloan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the Borrower a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrowers hereunder (including pursuant to Section 3.1), Borrowers shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. The For the avoidance of doubt, this Section 3.2(a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender will promptly notify shall reasonably determine that any change after the Borrower Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five Business Days of demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to be paid the date on which such Lender first made demand therefor; provided, that if the event giving rise to it hereunder and stating in reasonable detail the basis for the charge and the method of computationsuch costs or reductions has retroactive effect, such 180 day period shall be conclusive in extended to include the absence period of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodretroactive effect.

Increased Cost. If any Regulatory Change: (a) If (i) Regulation D or (ii) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a “Regulatory Change”): (A) shall subject the any Lender to any tax, duty or other charge with respect to its Eurodollar Rate AdvancesLIBOR Loans, its Notes or its obligation to make Eurodollar Rate Advances LIBOR Loans, or shall change the basis of taxation of payment payments to the any Lender of the principal of or interest on Eurodollar Rate Advances its LIBOR Loans or any other amounts due under this Agreement in respect of Eurodollar Rate Advances its LIBOR Loans or its obligation to make Eurodollar Rate Advances LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the such Lender's principal office is located); or (bB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the BoardBoard of Governors of the Federal Reserve System), but excluding with respect to any Eurodollar Rate Advance any such special deposit, capital or similar requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, the any Lender or shall impose on the shall, with respect to any Lender impose, modify or on the interbank Eurodollar market deem applicable any other condition affecting its Eurodollar Rate Advances such Lender’s LIBOR Loans, such Lender’s Notes or its such Lender’s obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under any of its Notes with respect thereto, by an amount deemed by such Lender to be material, and if such Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the Noteinclusion of the reference to “LIBOR Reserve Percentage” in the calculation of the LIBOR Rate, thenthen upon notice by such Lender to Borrower, within 30 days after demand by which notice shall set forth such Lender’s supporting calculations in reasonable detail and the Lenderdetails of the Regulatory Change, the Borrower shall pay to the Lender such Lender, as additional interest, such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The determination by any Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth Section of the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of demonstrable error. In determining such amountamount or amounts, the Lender Lenders may use any reasonable averaging and attribution methods. (b) If any Lender demands compensation under Section 2.20(a) above, Borrower may at any time, upon at least three (3) Eurodollar Business Day’s prior notice to such Lender, convert its then outstanding LIBOR Loans to ABR Loans of the same type (i.e., a Revolving Credit ABR Loan) in an equal principal amount. Failure Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the part date of the Lender to demand compensation for such conversion together with any increased costs or reduction in funding losses and other amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Perioddue under Section 2.17 and this Section 2.20.

Increased Cost. If If, after the date hereof, any Regulatory Change: (a) shall subject the any Lender (or its applicable lending office) to any tax, duty or other charge with respect to its Eurodollar Offshore Rate AdvancesLoans, its Note(s), its obligation to make Eurodollar Offshore Rate Advances Loans, its issuance of Letters of Credit or its obligation to make Letter of Credit Loans, or shall change the basis of taxation of payment to the any Lender (or its applicable lending office) of the principal of or interest on Eurodollar its Offshore Rate Advances Loans, or any other amounts due under this Agreement in respect of Eurodollar its Offshore Rate Advances Loans, its obligation to make Offshore Rate Loans, its obligation to issue Letters of Credit or its obligation to make Eurodollar Rate Advances Letter of Credit Loans (except for changes in the rate of tax on the overall net income of the such Lender or its applicable lending office imposed by the jurisdiction in which the such Lender's ’s principal office or applicable lending office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Offshore Rate Advance Loan any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Eurocurrency Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender any Lender’s applicable lending office or shall impose on the any Lender (or its applicable lending office) or on the interbank Eurodollar eurocurrency market any other condition affecting its Eurodollar Offshore Rate Advances or Loans, its Note(s), its obligation to make Eurodollar Offshore Rate AdvancesLoans, its obligation to issue Letters of Credit or its obligations to make Letter of Credit Loans; and the result of any of the foregoing is to increase the cost to the such Lender (or its applicable lending office) of making or maintaining any Eurodollar Offshore Rate AdvanceLoan, issuing or maintaining Letters of Credit or making Letter of Credit Loans, or to reduce the amount of any sum received or receivable by the such Lender (or its applicable lending office) under this Agreement or under the Noteits Note(s), then, within 30 days after demand by such Lender (with a copy to the LenderAgent), the Borrower Company shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reductionreduction in amounts received or receivable. The Each Lender will promptly notify the Borrower Company and the Agent of any event Regulatory Change of which it has knowledge, occurring after the date hereof, which will entitle the such Lender to compensation pursuant to this SectionSection and will designate a different applicable lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of the any Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the any Lender may use any reasonable averaging and attribution methods. The Company shall not be obligated to pay any such amount that is attributable to the period ending 91 days prior to the date of the first notice delivered by any Lender under the third preceding sentence with respect to any Regulatory Change (the “Section 2.24 Excluded Period”), except to the extent any amount is attributable to the Section 2.24 Excluded Period as a result of the retroactive application of the applicable Regulatory Change. Failure on the part of the any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period or other applicable period shall not constitute a waiver of the such Lender's ’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodPeriod or other applicable period.

Increased Cost. If at any Regulatory Changetime or from time to time any change occurring after the date hereof in any requirement of law, regulation, order, decree, treaty or directive or the interpretation or application thereof by governmental authority or compliance by the Lender with any request or directive (whether or not having the force of law) occurring after the date hereof from any central bank or monetary authority or other Governmental authority: (aA) does or shall subject the Lender to any tax, duty or other charge tax of any kind whatsoever with respect to its Eurodollar Rate Advancesthis Loan Agreement or any LIBOR Loan, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment payments to the Lender of the principal of principal, interest or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances others amount payable hereunder (except for changes in the rate or method of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is locatedany jurisdiction); or (bB) does or shall impose, modify or deem hold applicable any reserve, special deposit, capital requirement compulsory loan or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets ofheld by, or deposits with or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of the Lender which are not otherwise included in the determination of the LIBOR Rate hereunder; or (C) does or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances regarding this Loan Agreement or its obligation to make Eurodollar Rate Advancesthe Loans; and the result of any of the foregoing is to increase the cost to the Lender of making making, renewing, converting or maintaining any Eurodollar Rate Advanceadvances or extensions of credit as LIBOR Loans, or to reduce the any amount receivable in respect of any sum received or receivable by the Lender under this Agreement or under the Notesuch LIBOR Loans, then, within 30 days after demand in any such case, the Lender will promptly notify the Borrower of the change and of the estimated amount of such cost increase or reduction in amount and Borrower shall promptly pay to the Lender upon their demand, such additional amount which will compensate the Lender for such additional cost or reduced amount receivable as the Lender deems to be material as determined by the Lender. If the Borrower becomes so obligated, at Borrower's option and upon two (2) LIBOR Banking Days, prior notice by telephone or telegraph (to be confirmed promptly in writing) given by the Borrower to the Lender, the Borrower may (in lieu of paying such additional amounts as aforesaid): (i) terminate the obligation of the Lender to make or maintain LIBOR Loans and/or (ii) convert all LIBOR Loans then outstanding to any other type of Revolving Loan, as the case may be, by prepayment and reborrowing in the manner specified in this Loan Agreement. If any such conversion of a LIBOR Loan is made on a day which is not the last day of an applicable Interest Period, the Borrower shall pay to the Lender upon request such additional amount or amounts as will may be necessary to compensate the Lender for such increased cost any loss or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle expense sustained or incurred by the Lender in respect of the prepayment of such LIBOR Loan as a result of such conversion. If the Lender becomes entitled to compensation claim any additional amounts pursuant to this Section, it shall promptly notify Borrower thereof. A certificate as to any additional amounts payable pursuant to the foregoing submitted by an officer of the Lender claiming compensation under this Section, setting forth to the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, Borrower shall be conclusive in the absence of manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) If, after the date of this Agreement, the introduction of, or any change in, any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Lender with any request or directive of any such Governmental Authority, central bank or comparable agency (whether or not having the force of law): (i) shall subject the any Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advancesany Loan made by it or any Letter of Credit, or its obligation to make Eurodollar Rate Advances or issue any of the foregoing, or shall change the basis of taxation of payment payments to the such Lender of the principal of or interest on Eurodollar Rate Advances any Loan made by it or any other amounts due under this Agreement in respect Letter of Eurodollar Rate Advances Credit, or its obligation to make Eurodollar Rate Advances or issue any of the foregoing (except for changes in the rate of tax on the overall net income of the such Lender imposed by the jurisdiction jurisdiction, at any level, in which the Lender's principal executive office of such Lender is located); or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the BoardBoard of Governors of the Federal Reserve System), but excluding with respect to any Eurodollar Rate Advance any such special deposit or similar requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the any Lender or shall impose on the any Lender or on the interbank Eurodollar eurodollar market any other condition affecting its Eurodollar Rate Advances Loans or its obligation to make Eurodollar Rate Advancesother Loans; and the result of any of the foregoing is to increase the cost to the such Lender of making or maintaining any Eurodollar Rate Advanceits Loans or issuing or participating in Letters of Credit, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteany other Credit Document by any amount deemed by such Lender to be material, then, within 30 fifteen (15) days after receipt of written demand by the from such Lender, the Borrower shall Company agrees to pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the such Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, determining such additional amount or amounts necessary to compensate such Lender shall be conclusive in the absence of manifest error. In determining . (b) If any Lender shall have determined that the introduction of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in the interpretation or administration thereof by any Governmental Authority or compliance by such amountLender or any corporation controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, affects or would affect the amount of capital required or expected to be maintained by such Lender may use or any reasonable averaging corporation controlling such Lender and attribution methods. Failure on the part of the such Lender to demand compensation for any increased costs (taking into consideration such Lender's or reduction in amounts received or receivable such corporation's policies with respect to any Interest Period shall not constitute a waiver of the capital adequacy and such Lender's rights desired return on capital) determines that the amount of such capital is increased as a consequence of such Lender's obligations under this Agreement, then, upon demand of such Lender, the Company shall immediately pay to demand compensation such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase, to the extent related to the Loans made to the Company. A certificate of such Lender setting forth in reasonable detail the basis for determining any increased costs or reduction such additional amounts payable pursuant to the preceding sentence shall be submitted by such Lender through the Administrative Agent to the Company and shall be conclusive in amounts received or receivable in any subsequent Interest Periodthe absence of manifest error.

Increased Cost. If any Regulatory Change: (ai) shall subject any Lender or the Lender L/C Issuer (or its Applicable Lending Office) to any tax, duty or other charge with respect to any Libor Balances or IBOR Balances, its Eurodollar Rate Advances, Note or its obligation to make Eurodollar Rate Advances Libor Balances or shall IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or change the basis of taxation of payment any amounts payable to the such Lender of the principal of (or interest on Eurodollar Rate Advances or any other amounts due its Applicable Lending Office) under this Agreement or its Note in respect of Eurodollar Rate Advances any Libor Balances or its obligation to make Eurodollar Rate Advances IBOR Balances (except for changes in other than franchise taxes or taxes imposed on or measured by the rate of tax on the overall net income of the such Lender imposed by the jurisdiction in which the Lender's such Lender is organized, has its principal office or such Applicable Lending Office or is locateddoing business); or; (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement assessment or similar requirement (includingother than the (A) Eurocurrency Reserve Percentage utilized in the determination of the Libor Rate or the IBOR Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, without limitationother than as set forth on Schedule 1.1B) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such requirement imposed by Lender or L/C Issuer (or its Applicable Lending Office), including the BoardCommitment of such Lender hereunder; (iii) shall impose on such Lender or L/C Issuer (or its Applicable Lending Office), but excluding the London interbank market or the offshore interbank market (with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar IBOR Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances this Agreement or its obligation Note or any of such extensions of credit or liabilities or commitments; or (iv) shall result in the failure of the Mandatory Cost, as calculated hereunder, to make Eurodollar Rate Advances; represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Libor Balances. and the result of any of the foregoing is to increase the cost to the such Lender (or its Applicable Lending Office) of making making, Converting into, Continuing or maintaining any Eurodollar Rate Advance, Libor Balances or IBOR Balances or to reduce the amount of any sum received or receivable by the such Lender (or its Applicable Lending Office) under this Agreement or under the Noteits Note with respect to any Libor Balances or IBOR Balances, then, within 30 days after demand by the Lender, then the Borrower shall pay to the such Lender on demand such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The If any Lender will promptly notify requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of any event of which it has knowledge, occurring after the date hereof, which will entitle the such Lender to compensation pursuant make or maintain Libor Balances or IBOR Balances, or to this Section. A certificate Convert any portion of the Lender claiming compensation under this SectionBase Rate Balances into Libor Balances or IBOR Balances, setting forth until the additional amount event or amounts condition giving rise to such request ceases to be paid to it hereunder and stating in reasonable detail effect (in which case the basis for the charge and the method provisions of computation, Section 6.4 shall be conclusive in applicable); provided that such suspension shall not affect the absence right of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand receive the compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodso requested.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to Closing Date, the adoption of, or any taxchange in, duty any applicable law, rule or other charge regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances the interpretation or shall change the basis of taxation of payment administration thereof (provided that notwithstanding anything herein to the Lender contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the principal date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation ability to make Eurodollar Rate Advancesloans; and the result of any of the foregoing anything described in clauses (i) and (ii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceloan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the Borrower a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrowers hereunder (including pursuant to Section 3.1), Borrowers shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. The For the avoidance of doubt, this Section 3.2(a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender will promptly notify shall reasonably determine that any change after the Borrower Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five Business Days of demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to be paid the date on which such Lender first made demand therefor; provided, that if the event giving rise to it hereunder and stating in reasonable detail the basis for the charge and the method of computationsuch costs or reductions has retroactive effect, such 180 day period shall be conclusive in extended to include the absence period of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodretroactive effect.

Increased Cost. If If, after the Closing Date, any Regulatory Change-------------- Change or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority, central bank, or comparable agency: (ai) shall subject the such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to any Libor Accounts, its Eurodollar Rate AdvancesNotes, or its obligation to make Eurodollar Rate Advances Libor Accounts, or shall change the basis of taxation of payment any amounts payable to the such Lender of the principal of (or interest on Eurodollar Rate Advances or any other amounts due its Applicable Lending Office) under this Agreement or its Notes in respect of Eurodollar Rate Advances any Libor Accounts (other than franchise taxes or its obligation to make Eurodollar Rate Advances (except for changes in taxes imposed on or measured by the rate of tax on the overall net income of the such Lender imposed by the jurisdiction in which the Lender's such Lender is organized, has its principal office or such Applicable Lending Office or is locateddoing business); or; (bii) shall impose, modify modify, or deem applicable any reserve, special deposit, capital requirement assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board, but excluding with respect Reserve Requirement utilized in the determination of the Adjusted Libor Rate) relating to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), including the Commitments of such Lender or hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the Lender or on the London interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances this Agreement or its obligation to make Eurodollar Rate AdvancesNotes 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 the such Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Eurodollar Rate Advance, Libor Accounts or to reduce the amount of any sum received or receivable by the such Lender (or its Applicable Lending Office) under this Agreement or under the Noteits Notes with respect to any Libor Accounts, then, within 30 days after demand by the Lender, the then Borrower shall pay to the such Lender on demand such additional amount or amounts as will compensate the such Lender for such increased cost or reduction, as then or previously incurred. The If any Lender will promptly notify requests compensation by Borrower under this Section 6.1(a), Borrower may, by notice to such Lender (with a copy to -------------- Administrative Agent), suspend the Borrower obligation of any event of which it has knowledge, occurring after the date hereof, which will entitle the such Lender to compensation pursuant make or maintain Libor Accounts, or to this Section. A certificate of Convert Base Rate Accounts into Libor Accounts, until the Lender claiming compensation under this Section, setting forth the additional amount event or amounts condition giving rise to such request ceases to be paid to it hereunder and stating in reasonable detail effect (in which case the basis for the charge and the method provisions of computation, Section 6.4 shall be conclusive in ----------- applicable); provided that such suspension shall not affect the absence right of error. In determining -------- such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand receive the compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodso requested.

Increased Cost. If any Regulatory Change: (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall subject the impose on Lender to any tax, duty or other charge with respect to condition affecting its Eurodollar Rate AdvancesLIBOR Loans, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances Note or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing anything described above is to increase the cost to the (or to impose a cost on) Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail), the Borrower shall pay directly to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or such reduction. The , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which Lender will promptly notify first made demand therefor; provided, that if the Borrower event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by Lender or any Person controlling Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Lender’s or such controlling Person’s capital as a consequence of Lender’s obligations hereunder to a level below that which it has knowledgeLender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by Lender or such controlling Person to be material, then from time to time, upon demand by Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail), Borrower shall pay to Lender such additional amount as will compensate Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to be paid the date on which Lender first made demand therefor; provided, that if the event giving rise to it hereunder and stating in reasonable detail the basis for the charge and the method of computationsuch costs or reductions has retroactive effect, such 180 day period shall be conclusive in extended to include the absence period of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodretroactive effect.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Rate LIBOR Advances, its Notes or its obligation to make Eurodollar Rate LIBOR Advances or shall change the basis of taxation of payment to the Lender any Bank (or its Applicable Lending Office) of the principal of or interest on Eurodollar Rate LIBOR Advances or any other amounts due under this Agreement in respect of Eurodollar Rate LIBOR Advances or its obligation to make Eurodollar Rate LIBOR Advances (except for changes in the rate of tax on the overall net income of the Lender such Bank or its Applicable Lending Office imposed by the jurisdiction in which the Lender's such Bank’s principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, including any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate LIBOR Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar LIBO Rate) against assets of, deposits with or for the account of, or credit extended by, any Bank’s Applicable Lending Office or against Letters of Credit issued by the Lender LC Bank or shall impose on the Lender any Bank (or on its Applicable Lending Office) or the interbank Eurodollar LIBOR market any other condition affecting its Eurodollar Rate Advances LIBOR Advances, its Notes or its obligation to make Eurodollar Rate AdvancesLIBOR Advances or affecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to the Lender such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate AdvanceLIBOR Advance or issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Lender such Bank (or its Applicable Lending Office) under this Agreement or under the Noteits Notes, then, within 30 days after demand by such Bank (with a copy to the LenderAgent), the Borrower Borrowers shall pay to the Lender such Bank such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify the Borrower Borrowers’ Agent and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice. A certificate of the Lender any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender such Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's such Bank’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject the any Revolving Lender or Term B Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar LIBOR Rate Advances, its Revolving or Term B Note or its obligation to make Eurodollar LIBOR Rate Advances or shall change the basis of taxation of payment to the any Lender (or its Applicable Lending Office) of the principal of or interest on Eurodollar its LIBOR Rate Advances or any other amounts due under this Agreement in respect of Eurodollar its LIBOR Rate Advances or its obligation to make Eurodollar LIBOR Rate Advances (except for changes in the rate of tax on the overall net income of the such Lender or its Applicable Lending Office imposed by the jurisdiction in which the such Lender's ’s principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, any such Lender’s Applicable Lending Office or against Letters of Credit issued by the Lender Letter of Credit Bank or shall impose on the any such Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its Eurodollar LIBOR Rate Advances Advances, its Revolving or Term B Note or its obligation to make Eurodollar LIBOR Rate AdvancesAdvances or affecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to the such Lender (or its Applicable Lending Office) of making or maintaining any Eurodollar LIBOR Rate AdvanceAdvance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Lender (or its Applicable Lending Office) under this Agreement or under the its Revolving or Term B Note, then, within 30 days after demand by such Lender (with a copy to the LenderAdministrative Agent), the Borrower Borrowers shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The Each Revolving and Term B Lender will promptly notify the Borrower Borrowers’ Agent and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the such Lender to compensation pursuant to this SectionSection and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of the any Revolving and Term B Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the such Lender may use any reasonable averaging and attribution methods. Failure on the part of the any Revolving and Term B Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the such Lender's ’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to any taxClosing Date, duty or other charge with respect to its Eurodollar Rate Advancesthe adoption of, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances change in, any applicable law, rule or its obligation to make Eurodollar Rate Advances (except for changes regulation, or any change in the rate interpretation or administration of tax on any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the overall net income interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or law) of any such authority, central bank or comparable agency: (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.7), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances LIBOR Loans, its Note or its obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing anything described in clauses (i) above and (ii) is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the Borrower a copy of which shall be furnished to Agent), Borrowers shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction. The , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender will promptly notify first made demand therefor; provided, that if the Borrower event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrowers shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be paid to it hereunder a change in law for purposes of this Agreement (including without limitation for purposes of this Section 3.2 and stating in reasonable detail the basis for the charge and the method purposes of computationSection 3.4), shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part regardless of the Lender to demand compensation for any increased costs date enacted, adopted or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodissued.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Notes, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, the Notes or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the NoteNotes, then, within 30 days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If If, subsequent to the date of this Agreement, the introduction of, any Regulatory Change:change in or the implementation of any applicable law, regulation, treaty or official directive or regulatory requirement of general application now or hereafter in effect (whether or not having the force of law) or any change in the interpretation or application thereof by any court or by any judicial or governmental authority charged with the interpretation or administration thereof, or if compliance by any Lender with any request from any central bank or other fiscal, monetary or other authority (whether or not having the force of law): (a) shall subject the subjects a Lender to any taxTax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change changes the basis of taxation (through Taxes) of payment payments due to the such Lender or increases any existing Tax, on payments of the principal of principal, interest or interest on Eurodollar Rate Advances or any other amounts due payable by the Borrower to such Lender under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); orAgreement; (b) shall imposeimposes, modify modifies or deem deems applicable any reserve, special deposit, capital requirement adequacy, regulatory or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets ofor liabilities held by, or deposits with in or for the account of, or credit extended byloans to, the or any other acquisition of funds for loans or commitments to fund loans or obligations in respect of bankers’ acceptances accepted by a Lender or shall impose letters of credit issued by a Lender; or (c) imposes on the a Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation with respect to make Eurodollar Rate Advancesthis Agreement; and the result of any (a), (b), or (c) is, in the sole determination of the foregoing is such Lender acting reasonably and in good faith, to increase the cost to the such Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received income or return which is receivable by such Lender in respect of a Borrowing or standby fees payable pursuant to Section 5.7, such Lender shall promptly notify the Lender under this Agreement or under Agent. The Agent shall promptly notify the Note, then, within 30 days after demand by the Lender, Borrower and the Borrower shall pay to the Agent for the benefit of such Lender that amount which compensates such additional amount or amounts as will compensate the Lender for such increased additional cost or reductionreduction in income (“Additional Compensation”) on the next Libor Interest Date in the case of a Libor Loan, on the next date on which standby fees are payable under Section 5.7 in the case of standby fees and on the next Interest Date in any other case (and each such successive date, if and as applicable). The Lender will promptly notify Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 10.2 for any period prior to the date which is ninety (90) days prior to the date on which the Agent, on behalf of such Lender, gives notice to the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Sectionthat such Additional Compensation is so accruing. A certificate by a duly authorized officer of the such Lender claiming compensation under this Section, prepared in good faith setting forth the additional amount or amounts to be paid to it hereunder of the Additional Compensation and stating in reasonable detail the basis for it must be submitted by the charge Agent to the Borrower and the method of computationis conclusive evidence, shall be conclusive in the absence of manifest error, of the amount of the Additional Compensation. In determining Such Lender shall, for the purposes of the calculation of Additional Compensation and to the extent contractually permitted, treat the Borrower in a manner consistent with other borrowers of such amountLender having credit facilities with such Lender comparable to the credit facilities hereunder. If the Agent notifies the Borrower that Additional Compensation is owed, the Borrower shall pay such Additional Compensation to the Agent for the account of such Lender may use any reasonable averaging and attribution methods. Failure the Borrower shall have the right, upon written irrevocable prior notice of at least three (3) Business Days to the Agent at the Agent’s Branch of Account, to make payment in full to the Agent for the account of such Lender in respect of the applicable Borrowing on the part date specified in such notice together with accrued interest in respect of the Lender such Borrowing or to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver convert such Borrowing into another basis of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodBorrowing available under this Agreement.

Increased Cost. If any Regulatory Change:: -------------- (a) shall subject the Lender a Bank to any tax, duty or other charge with respect to its Fixed Eurodollar Rate Advances, the Note payable to such Bank to the extent it evidences Fixed Eurodollar Rate Advances, or its obligation to make Fixed Eurodollar Rate Advances Advances, or shall change the basis of taxation of payment to the Lender such Bank of the principal of or interest on Fixed Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Fixed Eurodollar Rate Advances or its obligation to make Fixed Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender such Bank imposed by the laws of the United States or any jurisdiction in which the Lendersuch Bank's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, including any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Fixed Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Fixed Adjusted Eurodollar Rate, as the case may be) against assets of, deposits with or for the account of, or credit extended by, the Lender such Bank or shall impose on the Lender such Bank or on the interbank Eurodollar United States market for certificates of deposit any other condition affecting its Fixed Eurodollar Rate Advances Advances, its Note or its obligation to make Fixed Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender such Bank of making or maintaining any Fixed Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender such Bank under this Agreement or under the its Note, then, within 30 days after demand by the Lendersuch Bank, the Borrower Company shall pay to the Lender such Bank such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Such Bank will promptly notify the Borrower Company of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such Bank to compensation pursuant to this Section. A certificate of the Lender such Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the Lender such Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender such Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lendersuch Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to any taxClosing Date, duty or other charge with respect to its Eurodollar Rate Advancesthe adoption of, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances change in, any applicable law, rule or its obligation to make Eurodollar Rate Advances (except for changes regulation, or any change in the rate interpretation or administration of tax on any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the overall net income interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or law) of any such authority, central bank or comparable agency: (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.7), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances LIBOR Loans, its Note or its obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing anything described in clauses (i) above and (ii) is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the Borrower a copy of which shall be furnished to Agent), Borrowers shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction. The , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender will promptly notify first made demand therefor; provided, that if the Borrower event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Letter of Credit to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrowers shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be paid to it hereunder a change in law for purposes of this Agreement (including without limitation for purposes of this Section 3.2 and stating in reasonable detail the basis for the charge and the method purposes of computationSection 3.4), shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part regardless of the Lender to demand compensation for any increased costs date enacted, adopted or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodissued.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Closing Date, the adoption or taking effect of, or any change in, any applicable law, rule, regulation or treaty, or any change in the interpretation or administration of any applicable law, rule, regulation or treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender to with any taxrequest, duty rule, guideline or other charge with respect to its Eurodollar Rate Advancesdirective (whether or not having the force of law) of any such authority, its obligation to make Eurodollar Rate Advances central bank or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, by the Lender; (ii) subject the Lender or Agent to any Taxes (other than Taxes indemnified pursuant to Section 3.1); or (iii) shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Loan, its Note or its obligation to make Eurodollar Rate Advancesthe Loan; and the result of any of the foregoing anything described in clauses (i) through (iii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceits Loan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), Borrower shall pay directly to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or such reduction. The . (b) If the Lender will promptly notify shall reasonably determine that any change in, or the Borrower adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by the Lender or any Person controlling the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which it has knowledge, occurring after the date hereof, which will entitle the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration the Lender’s or such controlling Person’s policies with respect to compensation pursuant to this Section. A certificate of capital adequacy) by an amount deemed by the Lender claiming compensation under this Sectionor such controlling Person to be material, then from time to time, upon demand by the Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to the Lender such additional amount as will compensate the Lender or amounts such controlling Person for such reduction. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be paid to it hereunder and stating a change in reasonable detail the basis for the charge and the method of computationlaw, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part regardless of the Lender to demand compensation for any increased costs date enacted, adopted, issued or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodimplemented.

Increased Cost. If any Regulatory Changechange in applicable law, regulation or regulatory requirement or in the interpretation or application thereof by any governmental or other authority, shall: (ai) shall subject the a Lender to any tax, duty or other charge Taxes with respect to its Eurodollar Rate Advancesincome from the Credit Facility or any part thereof, its obligation to make Eurodollar Rate Advances or shall or (ii) change the basis of taxation of payment to the a Lender of the payments of principal of or interest on Eurodollar Rate Advances or any other amounts payment due under or to become due pursuant to this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes other than a change in the rate of tax on the overall net income of the Lender imposed basis effected by the jurisdiction in of incorporation of such Lender or the domicile of the Lender's office through which the Lender's principal office Commitment is locatedmade or any governmental subdivision or other taxing authority having jurisdiction over such Lender (unless such jurisdiction is asserted solely by reason of the activities of the Borrower or any of the Subsidiaries) or such other jurisdiction where the Credit Facility may be payable); , or (biii) shall impose, modify or deem applicable any reserve, reserve requirements or require the making of any special deposit, capital requirement deposits against or similar requirement (including, without limitation, in respect of any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets or liabilities of, deposits with or for the account of, or credit extended loans by, the Lender or shall any Lender, or (iv) impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances the Commitment or its obligation to make Eurodollar Rate Advances; any portion of any Advance thereunder, and the result of any of the foregoing is either to increase the cost to the such Lender of making available or maintaining any Eurodollar Rate Advance, its Commitment or to reduce the amount of any sum payment received by such Lender then and in any such case if such increase or receivable by reduction in the opinion of such Lender materially affects the interests of such Lender under or in connection with this Agreement or under the Note, then, within 30 days after demand by the Lender, Agreement: (a) such Lender shall notify the Borrower shall and the Agent of the happening of such event, (b) the Borrower agrees forthwith upon demand to pay to the such Lender such additional amount or amounts as will such Lender certifies to be necessary to compensate the such Lender for such increased additional cost or such reduction. The , and (c) any such demand as is referred to in sub-section (b) of this Section 12.2 may be made by such Lender will promptly notify the Borrower of at any event of which it has knowledge, occurring time before or after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate any repayment of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodAdvances.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to Closing Date, the adoption of, or any taxchange in, duty any applicable law, rule or other charge regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances the interpretation or shall change the basis of taxation of payment administration thereof (provided that notwithstanding anything herein to the Lender contrary, the ▇▇▇▇‑▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the principal date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar ability to make loans based on the LIBOR Rate Advances or its obligation to make Eurodollar Rate Advancesloans based on the LIBOR Rate; and the result of any of the foregoing anything described in clauses (i) and (ii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceloan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one‑hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. The For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender will promptly notify shall reasonably determine that any change after the Borrower Closing Date in, or the adoption or phase‑in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase‑in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five (5) Business Days of demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one‑hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to it hereunder such Lender pursuant to this Section 3.2 would be materially reduced and stating if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c) (setting forth in reasonable detail the basis for the charge and the method of computation, requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive in the absence of absent manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to Closing Date, the adoption of, or any taxchange in, duty any applicable law, rule, directive or other charge regulation, or any change in the interpretation or administration of any applicable law, rule, directive or regulation by any Governmental Authority, central bank or comparable agency charged with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances the interpretation or shall change the basis of taxation of payment administration thereof (provided that notwithstanding anything herein to the Lender contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the principal date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar ability to make loans based on the Term SOFR Rate Advances or its obligation to make Eurodollar Rate Advancesloans based on the Term SOFR Rate; and the result of any of the foregoing anything described in clauses (i) and (ii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceloan based on the Term SOFR Rate, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. The For the avoidance of doubt, Section 3.2(a) and (b) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender will promptly notify shall reasonably determine that any change after the Borrower Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule, directive or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of which it has knowledge, occurring after the date hereofenacted, adopted or issued), has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such L▇▇▇▇▇’s obligations hereunder to a level below that which will entitle the such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to compensation pursuant capital adequacy) by an amount deemed by such Lender or such controlling Person to this Section. A certificate be material, then from time to time, within five (5) Business Days of the demand by such Lender claiming compensation under this Section, (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 3.1 or Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to it hereunder such Lender pursuant to Section 3.1 or Section 3.2 would be materially reduced and stating if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless B▇▇▇▇▇▇▇ agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c) (setting forth in reasonable detail the basis for the charge and the method of computation, requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive in the absence of absent manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to any taxClosing Date, duty or other charge with respect to its Eurodollar Rate Advancesthe adoption of, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitationchange in, any such requirement imposed by applicable law, rule or regulation (other than the Boardimplementation of FATCA, but excluding as in effect, with respect to any Eurodollar Rate Advance Purchaser, as of the date such Purchaser becomes a party to this Agreement), or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser with any request or directive (whether or not having the force of law) of any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets ofauthority, deposits with central bank or for the account of, or credit extended by, the Lender or comparable agency shall impose on the Lender or on the interbank Eurodollar market any other Purchaser any condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; Note and the result of any of the foregoing is to increase the cost to the Lender (or to impose a cost on) such Purchaser of making or maintaining any Eurodollar Rate Advanceits Note, or to reduce the amount of any sum received or receivable by the Lender such Purchaser under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Purchaser (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent and the Companies), the Borrower Companies shall pay directly to the Lender such Purchaser such additional amount or amounts as will compensate the Lender such Purchaser for such increased cost or reduction. The Lender will promptly notify such reduction to the Borrower extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser or any Person controlling such Purchaser with any request or directive regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaser’s or such controlling Person’s capital as a consequence of such Purchaser’s obligations hereunder to a level below that which it has knowledgesuch Purchaser or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Purchaser’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser or such controlling Person to be material, then from time to time, upon demand by such Purchaser (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent and the Companies), the Companies shall pay to such Purchaser such additional amount as will compensate such Purchaser or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be paid extended to it hereunder include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and stating Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in reasonable detail connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the basis Bank for International Settlements, the charge and Basel Committee on Banking Supervision (or any successor or similar authority) or the method United States of computationAmerica or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be conclusive deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in the absence of, a law, rule or regulation regarding capital adequacy, for purposes of error. In determining such amountsubsection 3.2(b) above, the Lender may use any reasonable averaging and attribution methods. Failure on the part regardless of the Lender to demand compensation for any increased costs date enacted, adopted or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodissued.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Closing Date, the adoption or taking effect of, or any change in, any Applicable Law, rule, regulation or treaty, or any change in the interpretation or administration of any Applicable Law, rule, regulation or treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender to with any taxrequest, duty rule, guideline or other charge with respect to its Eurodollar Rate Advancesdirective (whether or not having the force of law) of any such authority, its obligation to make Eurodollar Rate Advances central bank or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, by the Lender; (ii) shall subject the Lender or the Agent to any Taxes (other than Taxes described in clauses (b) and (c) of the definition of Excluded Taxes, Taxes indemnified pursuant to Section 3.1 and Connection Income Taxes); or (iii) shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Loan, its Note or its obligation to make Eurodollar Rate Advancesthe Loan; and the result of any of the foregoing anything described in clauses (i) through (iii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceits Loan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Agent), the Borrower shall pay directly to the Lender such additional amount as will compensate the Lender for such increased cost or such reduction. (b) If the Lender shall reasonably determine that any change in, or the adoption or phase-in of, any Applicable Law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by the Lender or any Person controlling the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration the Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by the Lender or such controlling Person to be material, then from time to time, upon demand by the LenderLender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Agent), the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or such controlling Person for such increased cost reduction. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or reductionany successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in Applicable Law, regardless of the date enacted, adopted, issued or implemented. The Lender will promptly notify Notwithstanding anything to the contrary in this Section 3.2, the Borrower of shall not be required to compensate the Lender for any event of which it has knowledge, occurring after amounts in this Section 3.2 (excluding Taxes described in Section 3.2(a)(ii)) incurred more than 180 days prior to the date hereof, which will entitle that the Lender to compensation pursuant to this Section. A certificate of delivers the Lender claiming compensation under this Section, setting forth statement making the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis demand for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodpayment.

Increased Cost. If any Regulatory Change: (a) If after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject the Lender any Bank to any tax, duty or other charge with respect to its Eurodollar Rate AdvancesLIBOR Loans, its Notes or its obligation to make Eurodollar Rate Advances LIBOR Loans hereunder, or shall change the basis of taxation of payment payments to the Lender any Bank of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); orthe (bB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the BoardBoard of Governors of the Federal Reserve System), but excluding with respect to any Eurodollar Rate Advance any such special deposit, capital or similar requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Lender Interbank Eurodollar market, impose, modify or shall impose on the Lender or on the interbank Eurodollar market deem applicable any other condition affecting its Eurodollar Rate Advances LIBOR Loans, its Notes or its obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the Lender case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender such Bank under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the Noteinclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR Loans, then, within 30 fifteen (15) days after demand notice by such Bank to Borrower together with a copy of the Lenderofficial notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), the Borrower shall pay to for the Lender account of such Bank as additional interest, such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify Borrower, the Borrower Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such Bank to compensation pursuant to this Section. A certificate of the Lender claiming compensation The determination by any Bank under this Section, setting forth Section of the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amountamount or amounts, the Lender such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least two (2) Domestic Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 6.6. Failure on Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the part aggregate principal amount of the Lender such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodBorrower.

Increased Cost. If any Regulatory Change: (ai) shall subject any Lender or the Lender L/C Issuer (or its Applicable Lending Office) to any tax, duty or other charge with respect to any Loan whose interest is determined by reference to the Libor Base Rate, its Eurodollar Rate Advances, Note or its obligation to make Eurodollar any Loan whose interest is determined by reference to the Libor Base Rate Advances available to the Borrower or shall (as the case may be) issuing or participating in Letters of Credit, or change the basis of taxation of payment any amounts payable to the such Lender of the principal of (or interest on Eurodollar Rate Advances or any other amounts due its Applicable Lending Office) under this Agreement or its Note in respect of Eurodollar any Loan whose interest is determined by reference to the Libor Base Rate Advances (other than franchise taxes or its obligation to make Eurodollar Rate Advances (except for changes in taxes imposed on or measured by the rate of tax on the overall net income of the such Lender imposed by the jurisdiction in which the Lender's such Lender is organized, has its principal office or such Applicable Lending Office or is locateddoing business); or; (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by other than the Board, but excluding with respect Eurocurrency Reserve Percentage utilized in the determination of the Libor Rate relating to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, the such Lender or L/C Issuer (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on the such Lender or on L/C Issuer (or its Applicable Lending Office), the applicable interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances this Agreement or its obligation to make Eurodollar Rate AdvancesNote 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 the such Lender (or its Applicable Lending Office) of making making, Converting into, Continuing or maintaining any Eurodollar Loan whose interest is determined by reference to the Libor Base Rate Advance, or to reduce the amount of any sum received or receivable by the such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect to any Loan whose interest is determined by reference to the NoteLibor Base Rate, then, within 30 days after demand by the Lender, then the Borrower shall pay to the such Lender on demand such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The If any Lender will promptly notify requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of any event of which it has knowledge, occurring after the date hereof, which will entitle the such Lender to compensation pursuant make or maintain any Loan whose interest is determined by reference to this Section. A certificate of the Lender claiming compensation under this SectionLibor Base Rate, setting forth or to Convert Base Rate Loans into Libor Loans, until the additional amount event or amounts condition giving rise to such request ceases to be paid to it hereunder and stating in reasonable detail effect (in which case the basis for the charge and the method provisions of computation, Section 6.4 shall be conclusive in applicable); provided that such suspension shall not affect the absence right of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand receive the compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodso requested.

Increased Cost. If If, after the date hereof, the adoption of any Regulatory Changeapplicable 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 any Lender (or its Applicable Funding Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency: (ai) shall subject the such Lender (or its Applicable Funding Office) to any tax, duty or other charge with respect to any Eurodollar Loans, its Eurodollar Rate AdvancesNotes, or its obligation to make Eurodollar Rate Advances Loans, or shall change the basis of taxation of payment any amounts payable to the such Lender of the principal of (or interest on Eurodollar Rate Advances or any other amounts due its Applicable Funding Office) under this Agreement or its Notes in respect of any Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances Loans (except for changes in the rate of tax other than taxes imposed on the overall net income of the such Lender imposed by the jurisdiction in which the Lender's such Lender has its principal office is locatedor such Applicable Funding Office); or; (bii) shall impose, modify modify, or deem applicable any reserve, special deposit, capital requirement assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to Reserve Requirement utilized in the extent included in calculating determination of the applicable Adjusted Eurodollar Rate) against relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Funding Office), including the Commitment of such Lender or hereunder; or (iii) shall impose on the such Lender (or its Applicable Funding Office) or on the London interbank Eurodollar market any other condition affecting this Agreement, its Eurodollar Rate Advances Notes, any other Operative Agreement or its obligation to make Eurodollar Rate Advancesany of such extensions of credit or liabilities and commitments; and the result of any of the foregoing is to increase the cost to the such Lender (or its Applicable Lending Office) of making making, converting into, continuing, or maintaining any Eurodollar Rate Advance, Loans or to reduce the amount of any sum received or receivable by the such Lender (or its Applicable Funding Office) under this Agreement or under the Noteits Notes with respect to any Eurodollar Loans, then, within 30 days after demand by the Lender, then the Borrower shall pay to the such Lender on demand such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The If any Lender will promptly notify requests compensation by the Borrower under this SECTION 2.11(A), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of any event of which it has knowledge, occurring after the date hereof, which will entitle the such Lender to compensation pursuant to this Section. A certificate make or continue loans of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable Type with respect to which such compensation is requested, or to convert Loans of any Interest Period other Type into Loans of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of SECTION 2.11(F) shall be applicable); provided that such suspension shall not constitute a waiver affect the right of such Lender to receive the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodso requested.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to Closing Date, the adoption of, or any taxchange in, duty any applicable law, rule, directive or other charge regulation, or any change in the interpretation or administration of any applicable law, rule, directive or regulation by any Governmental Authority, central bank or comparable agency charged with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances the interpretation or shall change the basis of taxation of payment administration thereof (provided that notwithstanding anything herein to the Lender contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the principal date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar ability to make loans based on the LIBOR Rate Advances or its obligation to make Eurodollar Rate Advancesloans based on the LIBOR Rate; and the result of any of the foregoing anything described in clauses (i) and (ii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceloan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. The For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender will promptly notify shall reasonably determine that any change after the Borrower Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule, directive or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of which it has knowledge, occurring after the date hereofenacted, adopted or issued), has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which will entitle the such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to compensation pursuant capital adequacy) by an amount deemed by such Lender or such controlling Person to this Section. A certificate be material, then from time to time, within five (5) Business Days of the demand by such Lender claiming compensation under this Section, (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to it hereunder such Lender pursuant to this Section 3.2 would be materially reduced and stating if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c) (setting forth in reasonable detail the basis for the charge and the method of computation, requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive absent manifest error. (d) Notwithstanding anything set forth in Section 2.8.2 to the absence of error. In determining such amountcontrary, upon the Lender may use election in writing by Agent or any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for seek indemnification from Borrower or any increased costs other Loan party pursuant to this Section 3.2, Borrower may prepay the Term Loan and all related Obligations in full (but not in part) without the requirement to pay any additional premiums, make-whole payments or reduction other similar amounts that would otherwise be due and owing pursuant to Section 2.8.2 within sixty (60) calendar days of its payment in full of such requested indemnity amounts received to Agent or receivable with respect to any Interest Period shall not constitute a waiver of the such requesting Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If If, after the Closing Date, any Regulatory ChangeChange or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority, central bank, or comparable agency: (ai) shall subject the such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to any Libor Accounts, its Eurodollar Rate AdvancesNotes, or its obligation to make Eurodollar Rate Advances Libor Accounts, or shall change the basis of taxation of payment any amounts payable to the such Lender of the principal of (or interest on Eurodollar Rate Advances or any other amounts due its Applicable Lending Office) under this Agreement or its Notes in respect of Eurodollar Rate Advances any Libor Accounts (other than franchise taxes or its obligation to make Eurodollar Rate Advances (except for changes in taxes imposed on or measured by the rate of tax on the overall net income of the such Lender imposed by the jurisdiction in which the Lender's such Lender is organized, has its principal office or such Applicable Lending Office, or is locateddoing business); or; (bii) shall impose, modify modify, or deem applicable any reserve, special deposit, capital requirement assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board, but excluding with respect Reserve Requirement utilized in the determination of the Adjusted Libor Rate) relating to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), including the Commitments of such Lender or hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the Lender or on the London interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances this Agreement or its obligation to make Eurodollar Rate AdvancesNotes or any of such extensions of credit or liabilities or commitments; 45 and the result of any of the foregoing is to increase the cost to the such Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Eurodollar Rate Advance, Libor Accounts or to reduce the amount of any sum received or receivable by the such Lender (or its Applicable Lending Office) under this Agreement or under the Noteits Notes with respect to any Libor Accounts, then, within 30 days after demand by the Lender, the then Borrower shall pay to the such Lender on demand such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The If any Lender will promptly notify requests compensation by Borrower under this Section 6.1(a), Borrower may, by notice to such Lender (with a copy to Agent), suspend the Borrower obligation of any event of which it has knowledge, occurring after the date hereof, which will entitle the such Lender to compensation pursuant make or maintain Libor Accounts, or to this Section. A certificate of Convert Base Rate Accounts into Libor Accounts, until the Lender claiming compensation under this Section, setting forth the additional amount event or amounts condition giving rise to such request ceases to be paid to it hereunder and stating in reasonable detail effect (in which case the basis for the charge and the method provisions of computation, Section 6.4 shall be conclusive in applicable); provided that such suspension shall not affect the absence right of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand receive the compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodso requested.

Increased Cost. If any Regulatory Change: (a) If (i) Regulation D or (ii) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject the any Lender to any tax, duty or other charge with respect to its Eurodollar Rate AdvancesLIBOR Loans, its Notes or its obligation to make Eurodollar Rate Advances LIBOR Loans, or shall change the basis of taxation of payment payments to the any Lender of the principal of or interest on Eurodollar Rate Advances its LIBOR Loans or any other amounts due under this Agreement in respect of Eurodollar Rate Advances its LIBOR Loans or its obligation to make Eurodollar Rate Advances LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the such Lender's principal office is located); or (bB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the BoardBoard of Governors of the Federal Reserve System), but excluding with respect to any Eurodollar Rate Advance any such special deposit, capital or similar requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, the any Lender or shall impose on the shall, with respect to any Lender impose, modify or on the interbank Eurodollar market deem applicable any other condition affecting its Eurodollar Rate Advances such Lender's LIBOR Loans, such Lender's Notes or its such Lender's obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under any of its Notes with respect thereto, by an amount deemed by such Lender to be material, and if such Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the Noteinclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the LIBOR Rate, thenthen upon notice by such Lender to the Company and ▇▇▇▇▇▇▇ Electronics, within 30 days which notice shall be sent by such Lender promptly after demand by such Lender becomes aware of such increased cost or reduction and which notice shall set forth such Lender's supporting calculations in reasonable detail and the details of the Regulatory Change, the Company and ▇▇▇▇▇▇▇ Electronics shall pay such Lender, the Borrower shall pay to the Lender as additional interest, such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The determination by any Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth Section of the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of demonstrable error. In determining such amountamount or amounts, the Lender Lenders may use any reasonable averaging and attribution methods. (b) If any Lender demands compensation under Section 2.17(a) above, the Company and/or ▇▇▇▇▇▇▇ Electronics may at any time, upon at least three (3) Eurodollar Business Day's prior notice to such Lender, convert its then outstanding LIBOR Loans to Base Rate Loans of the same type (i.e., a Revolving Credit Base Rate Loan or a Term Base Rate Loan) in an equal principal amount. Failure Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the part date of the Lender to demand compensation for such conversion together with any increased costs or reduction in funding losses and other amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Perioddue under Section 2.14 and this Section 2.17.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to Closing Date, the adoption of, or any taxchange in, duty any applicable law, rule, directive or other charge regulation, or any change in the interpretation or administration of any applicable law, rule, directive or regulation by any Governmental Authority, central bank or comparable agency charged with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances the interpretation or shall change the basis of taxation of payment administration thereof (provided that notwithstanding anything herein to the Lender contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the principal date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar ability to make loans based on the Term SOFR Rate Advances or its obligation to make Eurodollar Rate Advancesloans based on the Term SOFR Rate; and the result of any of the foregoing anything described in clauses (i) and (ii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceloan based on the Term SOFR Rate, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. The For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender will promptly notify shall reasonably determine that any change after the Borrower Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule, directive or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of which it has knowledge, occurring after the date hereofenacted, adopted or issued), has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lend▇▇’▇ obligations hereunder to a level below that which will entitle the such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to compensation pursuant capital adequacy) by an amount deemed by such Lender or such controlling Person to this Section. A certificate be material, then from time to time, within five (5) Business Days of the demand by such Lender claiming compensation under this Section, (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to it hereunder such Lender pursuant to this Section 3.2 would be materially reduced and stating if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless Borr▇▇▇▇ ▇▇▇ees to pay all incremental expenses incurred by such Lend▇▇ ▇▇ a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c) (setting forth in reasonable detail the basis for the charge and the method of computation, requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive in the absence of absent manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject the any Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its Notes or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the any Lender (or its Applicable Lending Office) of the principal of or interest on its Eurodollar Rate Advances or any other amounts due under this Agreement in respect of its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the such Lender or its Applicable Lending Office imposed by the jurisdiction in which the such Lender's principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding excluding, with respect to any Eurodollar Rate Advance Advance, any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, any Lender's Applicable Lending Office or against Letters of Credit issued by the Lender Agent or shall impose on the any Lender (or its Applicable Lending Office) or on the interbank United States market for certificates of deposit or the interlender Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, its Notes or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the such Lender (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the such Lender (or its Applicable Lending Office) under this Agreement or under the Noteits Notes, then, within 30 days after demand by such Lender (with a copy to the LenderAgent), the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The Each Lender will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the such Lender to compensation pursuant to this SectionSection and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of the any Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the any Lender may use any reasonable averaging and attribution methods. Failure on the part of the any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the such Lender's rights to demand compensation for any increased costs or reduction in amounts subsequently received or receivable in receivable; provided, however, that, unless Regulatory Change has a retroactive effect, the Borrower shall not be required to compensate such Lender for any subsequent Interest Periodamounts or costs incurred more than 180 days prior to the date that such Lender notifies the Borrower of such Lender's intention to claim compensation therefor.

Increased Cost. If the introduction of, or any Regulatory Change:change in, Applicable Law, regulation, treaty or official directive or regulatory requirement now or hereafter in effect (whether or not having the force of law) or in the interpretation or application thereof by any court or by any judicial or Governmental Authority charged with the interpretation or administration thereof, or if compliance by a Lender with any request from any central bank or other fiscal, monetary or other regulatory authority (other than a change in the relative credit rating or borrowing ability of a Lender) (whether or not having the force of law): (a) shall subject the subjects any Lender to any taxTax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change changes the basis of taxation of payment payments due to the such Lender or increases any existing Tax, on payments of the principal of principal, interest or interest on Eurodollar Rate Advances or any other amounts due payable by a Borrower to such Lender under this Agreement (in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (each case, except for changes in the rate of tax Taxes on the overall net income or capital of the Lender imposed by the jurisdiction in which the such Lender's principal office is located); , or (b) shall impose, modify or deem applicable imposes on any reserve, special deposit, capital requirement or similar requirement (including, without limitation, Lender any such requirement imposed by the Board, but excluding other condition with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or this Agreement (except for the account of, or credit extended by, the Lender or shall impose Taxes on the Lender net income or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; capital of such Lender), and the result of any of the foregoing Sections 7.2(a) or (b) is to increase the cost to the any Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or income receivable by the such Lender under this Agreement in respect of a SOFR Loan or under the Note, then, within 30 days after demand BA EquivalentCORRA Loan by the Lenderany amount, the applicable Borrower shall pay to the Lender Canadian Agent or the U.S. Agent, as the case may be, for the account of any such additional Lender, that amount or amounts as will compensate the which compensates such Lender for such increased additional cost or reductionreduction in income (“Additional Compensation”) arising and calculated as and from a date which shall not be earlier than the 30th day preceding the date the applicable Borrower receives the notice referred to in the following sentence. The Upon any Lender will having determined that it is entitled to Additional Compensation, it shall promptly notify the Borrower Canadian Agent or the U.S. Agent, as the case may be, and such Agent shall promptly notify the applicable Borrower. A certificate by any manager of any event such Lender setting forth the amount of which the Additional Compensation and the basis for it has knowledge, occurring after the date hereof, which will entitle the shall be submitted by such Lender to compensation such Agent and forwarded by such Agent, to the applicable Borrower and, absent manifest error, shall be prima facie evidence of the amount of the Additional Compensation and the applicable Agent shall debit, from the applicable Borrower’s accounts, the amount stipulated as Additional Compensation in such certificate in accordance with Section 10.8. If an Agent notifies a Borrower pursuant to this Section. A certificate Section 7.2, such Borrower shall have the right, upon written irrevocable notice to that effect delivered to such Agent at least ten (10) Business Days prior to the end of the Lender claiming compensation under this Sectionsuch Interest Period, setting forth the additional amount to repay or amounts to be paid to it hereunder and stating convert such Lender’s Participation in reasonable detail the basis for the charge any such SOFR Loan or ▇▇▇▇▇ Loan in full, together with payment of accrued interest and the method Additional Compensation to the date of computationpayment, shall be conclusive to U.S. Base Rate Loans or Prime Rate Loans which do not suffer the same defect or U.S. Prime Rate Loans, as the case may be, denominated in the absence of error. In determining such amountU.S.$ or Cdn.$, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodas applicable.

Increased Cost. If any Regulatory Changechange in applicable law, regulation or regulatory requirement, any guideline, request or directive by any central bank or any governmental or other authority or in the interpretation or application thereof by any governmental or other authority, shall: (a) shall subject the a Lender to any tax, duty or other charge Taxes with respect to its Eurodollar Rate Advancesincome from the Credit Facility or any part thereof, its obligation to make Eurodollar Rate Advances or shall or (b) change the basis of taxation of payment to the a Lender of the payments of principal of or interest on Eurodollar Rate Advances or any other amounts payment due under or to become due pursuant to this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes other than a change in the rate of tax on the overall net income of the Lender imposed basis effected by the jurisdiction in of incorporation of such Lender or the domicile of the Lender’s office through which the Lender's principal office ’s Commitment is locatedmade or any governmental subdivision or other taxing authority having jurisdiction over such Lender (unless such jurisdiction is asserted solely by reason of the activities of the Borrower or any of the Subsidiaries) or such other jurisdiction where the Credit Facility may be payable); , or (bc) shall impose, modify or deem applicable any reserve, reserve requirements or require the making of any special deposit, capital requirement deposits against or similar requirement (including, without limitation, in respect of any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets or liabilities of, deposits with or for the account of, or credit extended loans by, the Lender or shall any Lender, or (d) impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances the Commitment or its obligation to make Eurodollar Rate Advances; any portion of any Advance thereunder, and the result of any of the foregoing is either to increase the cost to the such Lender of making available or maintaining any Eurodollar Rate Advance, its Commitment or to reduce the amount of any sum payment received by such Lender, then and in any such case if such increase or receivable by reduction in the opinion of such Lender materially affects the interests of such Lender under or in connection with this Agreement or under the Note, then, within 30 days after demand by the Lender, Agreement: (i) such Lender shall notify the Borrower shall and the Administrative Agent of the happening of such event, (ii) the Borrower agrees forthwith upon demand to pay to the such Lender such additional amount or amounts as will such Lender certifies to be necessary to compensate the such Lender for such increased additional cost or such reduction, and (iii) any such demand as is referred to in this Section 12.2 may be made by such Lender at any time before or after any repayment of the Advances. The Lender will promptly notify For the Borrower avoidance of doubt, this Section 12.2 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any event United States regulatory authority (i) under or in connection with the implementation of which it has knowledgethe ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), occurring after regardless of the date hereofadopted, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Sectionissued, setting forth the additional amount promulgated or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodimplemented.

Increased Cost. If any Regulatory Change: (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject the Lender any Bank to any tax, duty or other charge with respect to its Eurodollar Rate AdvancesLIBOR Loans, its Revolving Credit Notes or its obligation to make Eurodollar Rate Advances LIBOR Loans hereunder, or shall change the basis of taxation of payment payments to the Lender any Bank of the principal of or interest on Eurodollar Rate Advances its LIBOR Loans or any other amounts due under this Agreement in respect of Eurodollar Rate Advances its LIBOR Loans or its obligation to make Eurodollar Rate Advances LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is locatedsuch Bank); or (bB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the BoardBoard of Governors of the Federal Reserve System), but excluding with respect to any Eurodollar Rate Advance any such special deposit, capital or similar requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Lender Interbank Eurodollar market, impose, modify or shall impose on the Lender or on the interbank Eurodollar market deem applicable any other condition affecting its Eurodollar Rate Advances LIBOR Loans, its Revolving Credit Notes or its obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the Lender case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender such Bank under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the Noteinclusion of the reference to LIBOR Reserve Percentage in the calculation of the interest rate applicable to LIBOR Loans, then, within 30 fifteen (15) days after demand notice by such Bank to Borrower together with a copy of the Lenderofficial notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), the Borrower shall pay to for the Lender account of such Bank as additional interest, such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify Borrower and the Borrower Agent of any event of which it has knowledge, occurring after the effective date hereof, which will entitle the Lender such Bank to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amountamount or amounts, the Lender such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Failure on Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the part aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower. (c) At the time it becomes a party to this Agreement, each Bank that is organized under the laws of a jurisdiction outside the United States shall deliver to the Agent and Borrower either a valid and currently effective Internal Revenue Service Form 1001 or Form 4224 or, in the case of a Bank claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable Code with respect to payments of "portfolio interest", a Form W-8, or any Interest Period subsequent version thereof or successors thereto, (and if such Bank delivers a Form W-8, a certificate representing that such Bank is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of Borrower and is not a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Bank establishing that payments relating to this Agreement are (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank of a trade or business in the United States or (ii) totally exempt from United States Federal withholding tax. (d) Notwithstanding anything to the contrary contained in this Section 5.9, Borrower shall not constitute be required to pay any additional amounts to any Bank in respect of United States Federal withholding tax if the obligation to pay such additional amounts would not have arisen but for a waiver failure by such Bank to comply with the provisions of paragraph (c) above. (e) Any Bank claiming any additional amounts payable pursuant to this Section 5.9 or under Section 5.11 below shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or documents requested by Borrower or to change the Lender's rights jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodsuch Bank.

Increased Cost. (a) If any Regulatory ChangeChange in Law shall: (ai) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or liquidity or similar requirement (includingincluding any compulsory loan requirement, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rateinsurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, the any Lender or shall any Issuing Bank; (ii) impose on the any Lender or on any Issuing Bank or the applicable offshore interbank Eurodollar market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Lender, the Issuing Bank or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its Eurodollar Rate Advances loans, loan principal, letters of credit, commitments or other obligations, or its obligation to make Eurodollar Rate Advancesdeposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is shall be to increase the cost to the such Lender or such Issuing Bank of making making, continuing, converting or maintaining any Eurodollar Rate AdvanceLoan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Notesuch Issuing Bank hereunder (whether of principal, theninterest or otherwise), within 30 days after demand in each case by the Lenderan amount deemed by that Lender or Issuing Bank in good faith to be material, then the Borrower shall will pay to such Lender or such Issuing Bank, as the Lender case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the Lender case may be, for such increased cost additional costs incurred or reduction. The reduction suffered. (b) If any Lender will promptly notify or any Issuing Bank determines that any Change in Law regarding capital, liquidity requirements or other requirements of law has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such ▇▇▇▇▇▇’s or such Issuing Bank’s policies and the policies of such ▇▇▇▇▇▇’s or such Issuing Bank’s holding company including those with respect to capital adequacy), in each case by an amount deemed by that Lender in good faith to be material, then from time to time the Borrower will, without duplication of any event of which it has knowledge, occurring after payments required to be made by the date Borrower pursuant to Section 2.18 hereof, which will entitle pay to such Lender or such Issuing Bank, as the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Sectioncase may be, setting forth the such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered. (c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to be paid to it hereunder compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and stating in reasonable detail setting forth the basis for the charge and the method of computationdetermination thereof, together with supporting calculations, shall be delivered to the Borrower and shall be conclusive in the absence of absent manifest error. In determining such amountamount or amounts, the such Lender or such Issuing Bank shall act reasonably and in good faith, and may use any reasonable averaging and attribution methods. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (d) Failure or delay on the part of the any Lender or any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect pursuant to any Interest Period this Section shall not constitute a waiver of the such Lender's rights ’s or such Issuing Bank’s right to demand compensation such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reduction reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in amounts received Law giving rise to such increased costs or receivable reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in any subsequent Interest PeriodLaw giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to Closing Date, the adoption of, or any taxchange in, duty any applicable law, rule or other charge regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances the interpretation or shall change the basis of taxation of payment administration thereof (provided that notwithstanding anything herein to the Lender contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the principal date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar ability to make loans based on the LIBOR Rate Advances or its obligation to make Eurodollar Rate Advancesloans based on the LIBOR Rate; and the result of any of the foregoing anything described in clauses (i) and (ii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceloan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. The For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender will promptly notify shall reasonably determine that any change after the Borrower Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five (5) Business Days of demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to it hereunder such Lender pursuant to this Section 3.2 would be materially reduced and stating if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c) (setting forth in reasonable detail the basis for the charge and the method of computation, requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive in the absence of absent manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If If, after the date hereof, any Regulatory Change-------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency: (ai) shall subject the any Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its Warehousing Note, its Working Capital Note or its obligation to make Eurodollar Rate Advances Advances, or shall change the basis of taxation of payment to the such Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the such Lender imposed by the laws of the United States or any jurisdiction in which the such Lender's principal office is located); or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the any Lender or shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting Eurodollar Advances, such Lender's Warehousing Note, its Eurodollar Rate Advances Working Capital Note or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the such Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the its Warehousing Note or its Working Capital Note, then, within 30 days after written demand by the such Lender, the Borrower Company shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the any Lender claiming compensation under this SectionSection 2.06(b), setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the such Lender may use any reasonable averaging and attribution methods. Failure on the part of the any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period period shall not constitute a waiver of the such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodperiod.

Increased Cost. If any Regulatory Change: (a) shall subject If by reason of (a) changes in any existing law, rule or regulation, or (b) the adoption of any new law, rule or regulation, or (c) any change in the interpretation or administration of (a) or (b) above by any governmental authority, or (d) compliance with any directive or request (including Basel rules) from any governmental authority (whether or not having the force of law); (i) a Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis incurs a cost as a result of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under it having entered into this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in and/or performing the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located)obligations hereunder; or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included there is an increase in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to a Lender of maintaining or funding its portion of a Facility; or (iii) a Lender becomes liable for any new taxes (other than on net income) calculated by reference to a Facility; the Lender shall give the Agent notice which in turn shall give the Borrower notice within a reasonable time of making or maintaining any Eurodollar Rate Advance, or the Lender’s intention to reduce claim compensation under this clause 14.2 and the Lender shall specify the form and amount of such compensation. Such Lender’s determination of the amount of any sum received or receivable by the Lender compensation to be made under this Agreement clause 14.2 shall, absent manifest error, be conclusive. The Borrower shall be entitled to prepay the Facilities, or under the Notea portion thereof, then, within 30 days after demand by the Lender, in accordance with clause 11.1 at any time following receipt of notice from such Lender as aforesaid on giving not less than fifteen (15) Banking Days’ irrevocable written notice. In such event the Borrower shall pay to the Lender nevertheless compensate such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify requested indemnification for the Borrower of any event of which it has knowledge, occurring after period up to and including the date hereof, of prepayment. (b) If any Lender is required to comply with any capital allocation requirements which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating would result in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs for such Lender pursuant to clause (a) above, then any such cost or reduction in amounts received or receivable with respect liability shall be payable by the Borrower to any Interest Period shall not constitute a waiver of the such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) If after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (A) shall subject the Lender any Bank to any tax, duty or other charge with respect to its Eurodollar Rate AdvancesLIBOR Loans, its Notes or its obligation to make Eurodollar Rate Advances LIBOR Loans hereunder, or shall change the basis of taxation of payment payments to the Lender any Bank of the principal of or interest on Eurodollar Rate Advances its LIBOR Loans or any other amounts due under this Agreement in respect of Eurodollar Rate Advances its LIBOR Loans or its obligation to make Eurodollar Rate Advances LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is locatedsuch Bank); or (bB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the BoardBoard of Governors of the Federal Reserve System), but excluding with respect to any Eurodollar Rate Advance any such special deposit, capital or similar requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Lender Interbank Eurodollar market, impose, modify or shall impose on the Lender or on the interbank Eurodollar market deem applicable any other condition affecting its Eurodollar Rate Advances LIBOR Loans, its Notes or its obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the Lender case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender such Bank under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the Noteinclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR Loans, then, within 30 fifteen (15) days after demand notice by such Bank to Borrower together with a copy of the Lenderofficial notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), the Borrower shall pay to for the Lender account of such Bank as additional interest, such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify Borrower, the Borrower Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such Bank to compensation pursuant to this Section. A certificate of the Lender claiming compensation The determination by any Bank under this Section, setting forth Section of the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amountamount or amounts, the Lender such Bank may use any reasonable averaging and attribution methods. Failure on . (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least two (2) Domestic Business Days' prior notice to such Bank and the part Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the Lender to demand compensation for date of prepayment and any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.funding

Increased Cost. If any Regulatory Change: (ai) shall subject the any Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to any Loan whose interest is determined by reference to the Libor Base Rate, its Eurodollar Rate Advances, Note or its obligation to make Eurodollar any Loan whose interest is determined by reference to the Libor Base Rate Advances available to the Borrower or shall change the basis of taxation of payment any amounts payable to the such Lender of the principal of (or interest on Eurodollar Rate Advances or any other amounts due its Applicable Lending Office) under this Agreement or its Note in respect of Eurodollar any Loan whose interest is determined by reference to the Libor Base Rate Advances (other than franchise taxes or its obligation to make Eurodollar Rate Advances (except for changes in taxes imposed on or measured by the rate of tax on the overall net income of the such Lender imposed by the jurisdiction in which the Lender's such Lender is organized, has its principal office or such Applicable Lending Office or is locateddoing business); or; (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by other than the Board, but excluding with respect Eurocurrency Reserve Percentage utilized in the determination of the Libor Rate relating to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), including the Commitment of such Lender or hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office), the Lender or on the applicable interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances this Agreement or its obligation to make Eurodollar Rate AdvancesNote 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 the such Lender (or its Applicable Lending Office) of making making, Converting into, Continuing or maintaining any Eurodollar Loan whose interest is determined by reference to the Libor Base Rate Advance, or to reduce the amount of any sum received or receivable by the such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect to any Loan whose interest is determined by reference to the NoteLibor Base Rate, then, within 30 days after demand by the Lender, then the Borrower shall pay to the such Lender on demand such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The If any Lender will promptly notify requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of any event of which it has knowledge, occurring after the date hereof, which will entitle the such Lender to compensation pursuant make or maintain any Loan whose interest is determined by reference to this Section. A certificate of the Lender claiming compensation under this SectionLibor Base Rate, setting forth or to Convert Base Rate Loans into Libor Loans, until the additional amount event or amounts condition giving rise to such request ceases to be paid to it hereunder and stating in reasonable detail effect (in which case the basis for the charge and the method provisions of computation, Section 6.4 shall be conclusive in applicable); provided that such suspension shall not affect the absence right of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand receive the compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodso requested.

Increased Cost. If any Regulatory Change: (a) The Borrower shall subject reimburse or compensate the Lender, upon demand, for all costs incurred, losses suffered or payments made by the Lender which are applied or reasonably allocated by the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to transactions contemplated herein (all as determined by the Lender in its reasonable discretion) by reason of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any and all future reserve, special deposit, capital requirement adequacy or similar requirement requirements against (includingor against any class of or change in or in the amount of) assets, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with liabilities or for the account commitments of, or extensions of credit extended by, the Lender or shall impose on any Change in Law or in the Lender interpretation or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Note, then, within 30 days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring application thereof after the date hereof, which will entitle ; and compliance by the Lender to compensation pursuant to this Section. A certificate with any directive, or requirements from any regulatory authority, whether or not having the force of the Lender claiming compensation under this Section, setting forth the additional amount law (including any Tax or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method increased Tax of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable kind whatsoever with respect to this Agreement or any Interest Period Loan hereunder (other than any Tax covered by Section 2(m) hereof) or any change in the basis or rate of taxation of payments to the Lender in respect thereof); provided, however, that the Borrower shall not constitute a waiver be obligated to pay only such compensation which is incurred or which arises after the date one hundred thirty-five (135) days prior to the date the Lender notifies the Borrower of an event giving rise to such increased costs and of the Lender's rights ’s intention to demand claim compensation for any therefor (except that, if the change in law giving rise to such increased costs or reduction in amounts received or receivable in any subsequent Interest Period.is retroactive, then the one hundred thirty-five (135) day period referred to above shall be extended to include the period of retroactive effect thereof);

Increased Cost. If If, after the date hereof, any Regulatory Change-------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency: (ai) shall subject the any Lender to any tax, duty or other charge with respect to its Eurodollar Advances or Fixed Rate Advances, its Warehousing Note, its Working Capital Note or its obligation to make Eurodollar Advances or Fixed Rate Advances Advances, or shall change the basis of taxation of payment to the such Lender of the principal of or interest on Eurodollar Advances or Fixed Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Advances or Fixed Rate Advances or its obligation to make Eurodollar Advances or Fixed Rate Advances (except for changes in the rate of tax on the overall net income of the such Lender imposed by the laws of the United States or any jurisdiction in which the such Lender's principal office is located); or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the any Lender or shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting Eurodollar Advances or Fixed Rate Advances, such Lender's Warehousing Note, its Eurodollar Rate Advances Working Capital Note or its obligation to make Eurodollar Advances or Fixed Rate Advances; and the result of any of the foregoing is to increase the cost to the such Lender of making or maintaining any Eurodollar Advance or Fixed Rate Advance, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the its Warehousing Note or its Working Capital Note, then, within 30 days after written demand by the such Lender, the Borrower Company shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The ; provided, that the Company shall not be obligated -------- to pay any such additional amount (i) unless such Lender will promptly notify shall first have notified the Borrower of any event of which Company in writing that it has knowledge, occurring after the date hereof, which will entitle the Lender intends to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days prior to the date of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate of the any Lender claiming compensation under this SectionSection 2.08, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the such Lender may use any reasonable averaging and attribution methods. Failure on the part of the any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period period shall not constitute a waiver of the such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodperiod. (q) Section 2.08(d) is hereby amended in its entirety to read as follows:

Increased Cost. If If, after the date hereof, any Regulatory ChangeChange or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency: (ai) shall subject the any Lender to any tax, duty or other charge with respect to its Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances, its Note, or its obligation to make Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances, or shall change the basis of taxation of payment to the such Lender of the principal of or interest on Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances or any other amounts due under this Agreement in respect of Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances or its obligation to make Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances (except for changes in the rate of tax on the overall net income of the such Lender imposed by the laws of the United States or any jurisdiction in which the such Lender's principal office is located); or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, the any Lender or shall impose on the any Lender or on the interbank Eurodollar LIBOR market any other condition affecting its Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances, such Lender's Note, or its obligation to make Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances; and the result of any of the foregoing is to increase the cost to the such Lender of making or maintaining any Eurodollar LIBOR Rate Advance or Balance Funded Rate Advance, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the its Note, then, within 30 days after written demand by the such Lender, the Borrower Borrowers shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The ; provided, that the Borrowers shall not be obligated to pay any such additional amount (i) unless such Lender will promptly notify shall first have notified the Borrower of any event of which Company in writing that it has knowledge, occurring after the date hereof, which will entitle the Lender intends to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days prior to the date of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate of the any Lender claiming compensation under this SectionSection 2.09(b), setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computationcomputation (including a statement that such Lender has not allocated to its Commitment or amounts outstanding under its Note a proportionately greater amount of such compensation than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected by such compliance by such Lender, whether or not such Lender allocates any portion or such compensation to such other commitments or credit extensions), shall be conclusive in the absence of manifest error. In determining such amount, the such Lender may use any reasonable averaging and attribution methods. Failure on the part of the any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period period shall not constitute a waiver of the such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodperiod.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to Closing Date, the adoption of, or any taxchange in, duty any applicable law, rule or other charge regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances the interpretation or shall change the basis of taxation of payment administration thereof (provided that notwithstanding anything herein to the Lender contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the principal date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) comparable agency shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended byby any Lender, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing anything described above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceloan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. The For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender will promptly notify shall reasonably determine that any change after the Borrower Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five (5) Business Days of demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to it hereunder such Lender pursuant to this Section 3.2 would be materially reduced and stating if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c) (setting forth in reasonable detail the basis for the charge and the method of computation, requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive in the absence of absent manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If the Lender determines that any Regulatory Changechange in any applicable law or regulation or in the interpretation or application thereof or compliance by the Lender with any applicable direction, request or requirement (whether or not having the force of law) of any competent governmental or other authority does or will: (a) shall subject the Lender to any tax, duty tax or other charge payment with respect reference to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change sums payable by the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due Borrower under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of (i) tax on the Lender's overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located)China) or (ii) as referred to in Article 8); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result effect of any of the foregoing which is to (i) increase the cost to the Lender of making available the Facility or funding or maintaining any Eurodollar Rate Advance, the Loan or to (ii) reduce the amount of any sum received payment receivable by, or receivable by the effective return to, the Lender under this Agreement in respect of the Facility or under (iii) impose a cost on the NoteLender resulting from its making available the Facility or funding or maintaining the Loan; the Lender may so notify the Borrower, then, within 30 days after demand by the Lender, and the Borrower shall from time to time forthwith upon demand pay to the Lender such additional amount or amounts as will compensate the Lender may certify to be necessary to compensate it for such tax, payment, increased cost or reduction(each an "increased cost"). Where such increased cost arises from circumstances contemplated above which affect the Lender's business generally or reduction. The Lender will promptly notify the Borrower of any event of manner in which or extent to which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amountallocates capital resources, the Lender shall be entitled to such increased cost as it determines and certifies fairly allocable to the Facility and/or the Loan. The Borrower and the Lender shall discuss whether any alternative arrangement may use any reasonable averaging and attribution methodsbe made to avoid such increased cost. Failure on So long as the part circumstances giving rise to such increased cost continue, the Borrower may, after giving the Lender not less than [30] days prior written notice, prepay the whole (but not only part) of the Lender to demand compensation for any increased costs or reduction Loan in amounts received or receivable accordance with respect to any Interest Period Article 6, and upon the giving of such notice the Facility shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodbe cancelled.

Increased Cost. (a) If any Regulatory ChangeChange in Law shall: (ai) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; (ii) impose on any Lender or shall impose on any Issuing Bank or the Lender or on the London interbank Eurodollar market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Lender, the Issuing Bank or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its Eurodollar Rate Advances loans, loan principal, letters of credit, commitments or other obligations, or its obligation to make Eurodollar Rate Advancesdeposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is shall be to increase the cost to the such Lender of making or maintaining any Eurodollar Rate AdvanceLoan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Notesuch Issuing Bank hereunder (whether of principal, theninterest or otherwise), within 30 days after demand in each case by the Lenderan amount deemed by that Lender or Issuing Bank in good faith to be material, then the Borrower shall will pay to such Lender or such Issuing Bank, as the Lender case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the Lender case may be, for such increased cost additional costs incurred or reduction. The reduction suffered. (b) If any Lender will promptly notify or any Issuing Bank determines that any Change in Law regarding capital, liquidity requirements or other requirements of law has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company including those with respect to capital adequacy), in each case by an amount deemed by that Lender in good faith to be material, then from time to time the Borrower will, without duplication of any event of which it has knowledge, occurring after payments required to be made by the date Borrower pursuant to Section 2.18 hereof, which will entitle pay to such Lender or such Issuing Bank, as the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Sectioncase may be, setting forth the such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered. (c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to be paid to it hereunder compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and stating in reasonable detail setting forth the basis for the charge and the method of computationdetermination thereof, together with supporting calculations, shall be delivered to the Borrower and shall be conclusive in the absence of absent manifest error. In determining such amountamount or amounts, the such Lender or such Issuing Bank shall act reasonably and in good faith, and may use any reasonable averaging and attribution methods. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (d) Failure or delay on the part of the any Lender or any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect pursuant to any Interest Period this Section shall not constitute a waiver of the such Lender's rights ’s or such Issuing Bank’s right to demand compensation such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reduction reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in amounts received Law giving rise to such increased costs or receivable reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in any subsequent Interest PeriodLaw giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost. (a) If any (i) Regulation D or (ii) a Regulatory Change: (aA) shall subject the Lender any Bank to any tax, duty or other charge with respect to its Eurodollar Rate AdvancesLIBOR Loans, its Note or its obligation to make Eurodollar Rate Advances LIBOR Loans, or shall change the basis of taxation of payment payments to the Lender any Bank of the principal of or interest on Eurodollar Rate Advances its LIBOR Loans or any other amounts due under this Agreement in respect of Eurodollar Rate Advances its LIBOR Loans or its obligation to make Eurodollar Rate Advances LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is locatedsuch Bank); or (bB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the BoardBoard of Governors of the Federal Reserve System), but excluding with respect to any Eurodollar Rate Advance any such special deposit, capital or similar requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, the Lender any Bank or shall impose on the Lender shall, with respect to any Bank impose, modify or on the interbank Eurodollar market deem applicable any other condition affecting its Eurodollar Rate Advances such Bank's LIBOR Loans, such Bank's Note or its such Bank's obligation to make Eurodollar Rate AdvancesLIBOR Loans; 78 and the result of any of the foregoing is to increase the cost to (or in the Lender case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender such Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the Noteinclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the LIBOR Rate, thenthen upon notice by such Bank to Borrower, within 30 days after demand by which notice shall set forth such Bank's supporting calculations and the Lenderdetails of the Regulatory Change, the Borrower shall pay to the Lender such Bank, as additional interest, such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender will promptly notify the Borrower of determination by any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation Bank under this Section, setting forth Section of the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amountamount or amounts, the Lender Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under Section 2.13(a) above, Borrower may at any time, upon at least three (3) Eurodollar Business Day's prior notice to such Bank, convert its then outstanding LIBOR Loans to Floating Rate Loans in an equal principal amount. Failure Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the part date of the Lender to demand compensation for such conversion together with any increased costs or reduction in funding losses and other amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Perioddue under Section 2.10 and this Section 2.13.

Increased Cost. If any Regulatory Change: (a) A. shall subject the any Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Note, or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the such Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the such Lender imposed by the jurisdiction in which the such Lender's principal office is located); or (b) B. shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the such Lender or shall impose on the such Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, the Note or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the such Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Note, then, within 30 thirty (30) days after demand by the such Lender, the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The Such Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender it to compensation pursuant to this Section. A certificate of the any Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the such Lender may use any reasonable averaging and attribution methods. Failure on the part of the any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject If by reason of (a) changes in any existing law, rule or regulation, or (b) the adoption of any new law, rule or regulation, or (c) any change in the interpretation or administration of (a) or (b) above by any governmental authority, or (d) compliance with any directive or request (including Basel rules) from any governmental authority (whether or not having the force of law); (i) a Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis incurs a cost as a result of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under it having entered into this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in and/or performing the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located)obligations hereunder; or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included there is an increase in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to a Lender of maintaining or funding its portion of the Loan; or (iii) a Lender becomes liable for any new taxes (other than on net income) calculated by reference to the Loan; the Lender shall give the Agent notice which in turn shall give the Borrower notice within a reasonable time of making or maintaining any Eurodollar Rate Advance, or the Lender’s intention to reduce claim compensation under this clause 12.2 and the Lender shall specify the form and amount of such compensation. Such Lender’s determination of the amount of any sum received or receivable by the Lender compensation to be made under this Agreement clause 12.2 shall, absent manifest error, be conclusive. The Borrower shall be entitled to prepay the Loan, or under the Notea portion thereof, then, within 30 days after demand by the Lender, in accordance with clause 9.1 at any time following receipt of notice from such Lender as aforesaid on giving not less than fifteen (15) Banking Days’ irrevocable written notice. In such event the Borrower shall pay to the Lender nevertheless compensate such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify requested indemnification for the Borrower of any event of which it has knowledge, occurring after period up to and including the date hereof, of prepayment. (b) If any Lender is required to comply with any capital allocation requirements which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating would result in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs for such Lender pursuant to clause (a) above, then any such cost or reduction in amounts received or receivable with respect liability shall be payable by the Borrower to any Interest Period shall not constitute a waiver of the such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If after the Closing Date any Regulatory Changechange in applicable law, regulation or regulatory requirement or in the interpretation or application thereof by any Authority shall: (a) shall subject the any Lender or Participant to any tax, duty Indemnified Taxes or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located)Other Taxes; or (b) shall change the basis of taxation to any Lender or Participant of payments of principal or interest or any other payment due or to become due pursuant to this Agreement (other than a change in the basis effected by the United States of America, the State or the City of New York or any governmental subdivision or other taxing authority having jurisdiction over such Lender or Participant (unless such jurisdiction is asserted solely by reason of the activities of any Security Party) or such other jurisdiction where the Advances may be payable); or (c) impose, modify or deem applicable any reserve, reserve or capital adequacy requirements or require the making of any special deposit, capital requirement deposits against or similar requirement (including, without limitation, in respect of any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets or liabilities of, deposits with or for the account of, or credit extended loans by, the any Lender or shall Participant; or (d) impose on the any Lender or on the interbank Eurodollar market Participant any other condition affecting its Eurodollar Rate Advances the Facility or its obligation to make Eurodollar Rate Advancesany part thereof; and the result of any of the foregoing is either to increase the cost to the such Lender or Participant of making available or maintaining the Facility or any Eurodollar Rate Advance, part thereof or to reduce the rate of return on assets or equity of such Lender or Participant or the amount of any sum payment received by such Lender or receivable by Participant, then and in any such case if such increase or reduction in the opinion of such Lender or Participant materially affects the interests of such Lender or Participant under or in connection with this Agreement Agreement: (i) such Lender or under the Note, then, within 30 days after demand by the Lender, Participant shall notify the Borrower shall and the Facility Agent in writing of the happening of such event; (ii) the Borrowers agree forthwith upon receipt of notice from such Lender or Participant as aforesaid to pay to the such Lender or Participant such amount as such Lender or Participant certifies to be necessary to compensate such Lender or Participant for such additional cost or such reduction. (e) Any such notice referred to in subsections (i) and (ii) of this Section 12.2 may be made by a Lender or Participant which notice shall set forth in reasonable detail the amount or amounts as will amount necessary to compensate such Lender or Participant at any time before or within one (1) year after any repayment of the outstanding Facility Amount; provided, however, that before making any such demand, such Lender for agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such designation would avoid the need for, or reduce the amount of, such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledgesuch reduction and would not, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence judgment of error. In determining such amountLender, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender be otherwise disadvantageous to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodsuch Lenders.

Increased Cost. (a) If any Regulatory ChangeChange occurs that has or would have the effect of: (ai) shall subject the Lender to any taximposing, duty modifying or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem deeming applicable any reserve, special deposit, capital requirement compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or participated in by, Lender; (ii) subjecting Lender to any Taxes (other than (A) Indemnified Taxes or (B) Excluded Taxes) with respect to the Loan, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) imposing on Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition condition, cost or expense (other than Taxes) affecting its Eurodollar Rate Advances this Agreement or its obligation to make Eurodollar Rate AdvancesLoan made by Lender; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or shall be to reduce the rate of return on the capital of Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy) by an amount of any sum received or receivable deemed by Lender to be material, then from time to time, on the Lender under this Agreement or under the Note, then, within 30 first Interest Payment Date occurring at least thirty (30) days after demand by Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a description of the computation of such demand), the Borrower shall pay directly to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify take such actions reasonably requested by Borrower, at the Borrower expense of Borrower, if such actions 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 or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.03(a). Notwithstanding the foregoing, in no event of which it has knowledge, occurring after the date hereof, which will entitle the shall Borrower be required to compensate Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation Section 3.03 for any amounts under this Section, setting forth Section 3.03 incurred more than one hundred-eighty (180) days prior to the additional date that Lender notifies Borrower of such amount or amounts and of Lender’s intention to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. claim compensation therefor. (b) In determining such amountany amount provided for in this Section 3.03, the Lender may shall use any commercially reasonable averaging and attribution methods. Failure If Lender makes a claim under this Section, it shall submit to Borrower a certificate setting forth the basis for such demand and a description of the computation of such demand as to such additional or increased cost or reduction, which certificate shall be conclusive absent manifest error. (c) If Lender submits a demand to Borrower to pay any additional amounts pursuant to this Section 3.03, Borrower may elect, in its sole discretion, to prepay the Loan in full. Borrower shall notify Lender in writing of such election no later than thirty (30) days following its receipt of such demand and shall specify in such notice the date upon which such prepayment shall be made which shall not be later than sixty (60) days following the date of Lender’s demand. Prepayment pursuant to this Section 3.03 shall be made together with interest accrued and unpaid on the part Loan to date of the prepayment and all other amounts then payable to Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect hereunder, but shall not be subject to any Interest Period shall not constitute a waiver of the Lender's rights prepayment amount pursuant to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodSection 3.02.

Increased Cost. If the introduction of, any Regulatory Change:change in or the implementation of any applicable law, regulation, treaty, official directive or regulatory requirement now or hereafter in effect (whether or not having the force of law) or any change in the interpretation or application thereof by any court or by any judicial or governmental authority charged with the interpretation or administration thereof, or if compliance by any Lender with any request from any central bank or other fiscal, monetary or other authority (whether or not having the force of law) (individually, a “Circumstance”): (a) shall subject the subjects a Lender to any taxTax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change changes the basis of taxation of payment payments due to the a Lender or increases any existing Tax, on payments of the principal of principal, interest or interest on Eurodollar Rate Advances or any other amounts due payable by any Loan Party to a Lender under this Agreement in respect (excluding for purposes of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed this Section 10.2 any Taxes which are covered by the jurisdiction in which the Lender's principal office is locatedSection 6.3); or; (b) shall imposeimposes, modify modifies or deem deems applicable any reserve, special deposit, capital requirement adequacy, regulatory or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets ofor liabilities held by a Lender, or deposits with of or for the account ofof a Lender, or credit extended byloans by a Lender, the or any other acquisition of funds for loans by a Lender or shall impose commitments by a Lender to fund loans; or (c) imposes on the a Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation with respect to make Eurodollar Rate Advancesthis Agreement; and the result of any of the foregoing thereof is to increase the cost to such Lender in respect of a Borrowing or facility fees payable pursuant to Section 5.4 or in respect of such Lender’s commitment to lend hereunder, such Lender shall promptly notify the Lender of making or maintaining any Eurodollar Rate Advance, or to reduce Agent. The Agent shall promptly notify the amount of any sum received or receivable by the Lender under this Agreement or under the Note, then, within 30 days after demand by the Lender, Borrower and the Borrower shall pay to the Agent for the benefit of such Lender that amount which compensates such additional amount or amounts as will compensate the Lender for such additional cost (“Additional Compensation”) on the next Interest Date or other date for the payment of interest falling no earlier than ten (10) Business Days after such notice shall have been given by the Agent to the Borrower (and each successive applicable Interest Date or other date, if applicable) unless such Lender knew, on the date of execution of this Agreement, of such Circumstance and the likely result thereof; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Branch of Account if the making of such designation would avoid the need for, or reduce the amount of, such increased cost or reductionand would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. The Lender will promptly notify Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 10.2 for any period prior to the date on which the Agent, on behalf of such Lender, gives notice to the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Sectionthat such Additional Compensation is so accruing. A certificate by a duly authorized officer of the such Lender claiming compensation under this Section, (prepared in good faith) setting forth the additional amount or amounts to be paid to it hereunder of the Additional Compensation and stating in reasonable detail the basis for it must be submitted by the charge Agent to the Borrower and the method of computationis prima facie evidence, shall be conclusive in the absence of manifest error, of the amount of the Additional Compensation. In determining such amountIf the Agent notifies the Borrower that Additional Compensation is owed, the Borrower shall have the right to make payment in full to the Agent for the account of such Lender may use any reasonable averaging and attribution methods. Failure on the part in respect of the applicable Borrowing together with accrued but unpaid interest and fees in respect of such Borrowing and such other amounts as may be required hereunder to the date of payment or to convert such Borrowing into another basis of Borrowing available under this Agreement upon written notice given no later than the third Business Day preceding such payment date or conversion date to the Agent. Notwithstanding the foregoing, in order for a Lender to demand compensation for any require the payment of Additional Compensation from the Borrower, the Circumstance giving rise to such Additional Compensation must result in increased costs or reduction to the Lender generally in amounts received or receivable with respect to of similar type borrowers as the Borrower and any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any claims resulting from such increased costs must be pursued by such Lender using reasonable commercial efforts as against such similar type borrowers, except where such Lender is restricted by agreement or reduction in amounts received or receivable in law from any subsequent Interest Periodsuch pursuit.