Common use of Increased Cost Clause in Contracts

Increased Cost. (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 any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower shall pay directly to such Lender such additional amount as will compensate 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. (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 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 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 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 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.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Lender to any tax, after duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the Closing Date, basis of taxation of payment to the adoption of, Lender of the principal of or interest on Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Lender imposed 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 jurisdiction in which the Lender's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Lender or (ii) shall impose on any the Lender or on the interbank Eurodollar market any other condition affecting its Loan, its Note Eurodollar Rate Advances or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such the Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such the Lender under this Agreement or under its Note with respect theretothe Note, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Lender, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such the Lender such additional amount or amounts as will compensate such the Lender for such increased cost or such reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle the Lender to compensation pursuant to this Section. A certificate of the date 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 which such the part of the Lender first made to demand therefor; provided, that if the event giving rise to such compensation for any increased 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, reduction in amounts received 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 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 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 receivable 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 demand any Interest Period shall be accompanied by not constitute a statement setting forth the basis for such demand and a calculation waiver of the amount thereof in reasonable detail, a copy of which shall be furnished Lender's rights to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation 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 any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (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 Authoritygovernmental 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 authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) agency shall impose on any Lender any other condition affecting its LoanLIBOR Loans, its Note or its obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower shall pay directly to such Lender such additional amount as will compensate 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. (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 Authoritygovernmental 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 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 obligations hereunder to a level below that which 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 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 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.

Increased Cost. (a) IfIf (i) Regulation D or (ii) a Regulatory Change: (A) shall subject Lender to any tax, after duty or other charge with respect to the Closing DateLIBOR Loans, the adoption ofNote or its obligation to make LIBOR Loans, or any shall change in, any applicable law, rule the basis of taxation of payments to Lender of the principal of or regulation, interest on its LIBOR Loans or any change other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the interpretation rate of tax on the overall net income of Lender); or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (iB) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any committed to be extended by, Lender or shall, with respect to Lender impose, modify or deem applicable any other condition affecting its LoanLender’s LIBOR Loans, its the Note or its Lender’s obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such an amount deemed by Lender (which demand shall to be accompanied by a statement setting forth the basis material, and if Lender is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to “LIBOR Reserve Percentage” in the calculation of the amount thereof in reasonable detailLIBOR Rate, a copy then upon notice by Lender to Borrower, which notice shall set forth Lender’s supporting calculations and the details of which shall be furnished to Agent)the Regulatory Change, Borrower shall pay directly to such Lender Lender, as additional interest, such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such . The determination by Lender under this Section of the additional amount or 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 be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder 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 conclusive in the interpretation absence of manifest error. In determining such amount or administration thereof by amounts, Lender may use 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 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 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 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 demand shall be accompanied by a statement setting forth the basis for such demand reasonable averaging 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 effectattribution methods.

Increased Cost. (a) IfIf (i) Regulation D or (ii) a Regulatory Change: (A) shall subject Lender to any tax, after duty or other charge with respect to the Closing DateLIBOR Loans, the adoption ofNote or its obligation to make LIBOR Loans, or any shall change in, any applicable law, rule the basis of taxation of payments to Lender of the principal of or regulation, interest on its LIBOR Loans or any change other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the interpretation rate of tax on the overall net income of Lender); or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (iB) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any committed to be extended by, Lender or shall, with respect to Lender impose, modify or deem applicable any other condition affecting its LoanLender’s LIBOR Loans, its the Note or its Lender’s obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such an amount deemed by Lender (which demand shall to be accompanied by a statement setting forth the basis material, and if Lender is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to “Reserve Percentage” in the calculation of the amount thereof in reasonable detailLIBOR Rate, a copy then upon notice by Lender to Borrower, which notice shall set forth Lender’s supporting calculations and the details of which shall be furnished to Agent)the Regulatory Change, Borrower shall pay directly to such Lender Lender, as additional interest, such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such . The determination by Lender under this Section of the additional amount or 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 be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectmanifest error. In determining such amount or amounts, Lender may use any reasonable averaging and attribution methods. (b) If Lender demands compensation under Section 2.13(a) above, Borrower may at 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 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 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 capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by 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. Interest accrued on each such Lender (which demand LIBOR Loan prior to any such conversion shall be accompanied by a statement setting forth the basis for such demand due 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 payable on or after the day which is 180 days prior to the date on which of 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 effectconversion together with any funding losses and other amounts due under Section 2.10 and this Section 2.13.

Increased Cost. (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 thereofthereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx 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 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 comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.46.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LoanLIBOR Rate; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LoanLIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate 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. 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 shall reasonably determine that any change after the 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 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 obligations hereunder to a level below that which 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 capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon within five Business Days of 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 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 such Lender pursuant to this Section 3.2 would be materially reduced and 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 requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive absent manifest error. CERTAIN 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. (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 thereofthereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx 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 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 comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LoanLIBOR Rate; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LoanLIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. 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 shall reasonably determine that any change after the 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 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 obligations hereunder to a level below that which 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 capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of 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 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 one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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 such Lender pursuant to this Section 3.2 would be materially reduced and 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 requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive absent manifest error.

Increased Cost. If any Regulatory Change: (a) Ifshall subject any Bank (or its Applicable Lending Office) to any tax, after 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 Closing Date, basis of taxation of payment to any Bank (or its Applicable Lending Office) of the adoption of, principal of or interest on Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration its Applicable Lending Office or in the rate of any applicable lawbranch taxes or doing business taxes (in either case, rule or regulation 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 imposed in lieu of net income taxes)); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special 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 Bank’s Applicable Lending Office or against Letters of Credit issued by any Lender; USBNA or (ii) shall impose on any Lender Bank (or its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Note Notes or its obligation to make the LoanEurodollar Rate Advances or affecting any Letter of Credit; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany Eurodollar Rate Advance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoNote, then upon then, within 30 days after demand by such Lender Bank (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, with a copy of which shall be furnished to the Agent), the Borrower shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. 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 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, such Bank may use any reasonable averaging and attribution methods. Subject to the 45-day limitation set forth above in this Section 2.23, failure on which such Lender first made the part of any Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased 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, reduction in amounts received 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 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 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 receivable with respect to capital adequacy) by an amount deemed by any Interest Period shall not constitute a waiver of such Lender or such controlling Person Bank’s rights to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis compensation 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 any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable (Change in law, rule or regulation, or ): If by reason of any change in the law or in its interpretation or administration or because of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request from or directive (whether or not having the force of law) requirement of any such authorityfiscal, central bank monetary or comparable agency: other Governmental Agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the Standby Redraw Facility Provider incurs a cost as a result of anything described in clauses (i) above and (ii) is to increase the cost to (its having entered into or to impose a cost on) such Lender of making or maintaining the Loan, or to reduce the amount of any sum received or receivable by such Lender performing its obligations under this Agreement or as a result of any Advance being outstanding hereunder; (ii) there is any increase in the cost to the Standby Redraw Facility Provider of funding or maintaining any Advance; (iii) the amount of principal, interest or other amount payable to the Standby Redraw Facility Provider or the effective return to the Standby Redraw Facility Provider under this Agreement is reduced; or (iv) the Standby Redraw Facility Provider becomes liable to make any payment (not being a payment of Tax on its Note with respect theretooverall net income) on or calculated by reference to the amount of Advances made under this Agreement, then upon demand 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 Lender (which demand shall be accompanied by a statement setting forth notification and on each succeeding Distribution Date until the basis for such demand and a calculation Standby Redraw Facility Provider is paid in full pay to the Standby Redraw Facility Provider so much of the amount thereof amounts sufficient to indemnify the Standby Redraw Facility Provider against such cost, increased cost, reduction or liability that is available for this purpose in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after accordance with 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 effectSeries Supplement. (b) (No defence): If the Standby Redraw Facility Provider has acted in good faith it will not be a defence to the Trustee, in the event of any Lender shall reasonably determine failure by the Trustee to comply with its payment obligations under clause 8.2(a), that any change insuch cost, increased cost, reduction or liability could have been avoided. However, the adoption 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, increased cost, reduction or phase-in liability may be minimised. (c) (Certificate conclusive): The Standby Redraw Facility Provider's certificate as to the amount of, and basis for arriving at, any applicable lawsuch cost, rule increased cost, reduction or regulation regarding capital adequacy, or any change liability is conclusive and binding on the Trustee in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with absence of manifest error on 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 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 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 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 demand shall be accompanied by a statement setting forth the basis for such demand and a calculation face 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 effectcertificate.

Increased Cost. (a) If, If after the Closing Dateeffective date hereof, the adoption of, or any change in, of 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 any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower shall pay directly to such Lender such additional amount as will compensate 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. (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 adequacytherein, 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 Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agencyagency (a "Regulatory Change"): (A) shall subject any Bank to any tax, has duty or would have other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, or shall change the effect basis of reducing taxation of payments to any Bank of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of return tax on such Lender’s or such controlling Person’s capital as a consequence the overall net income of such Lender’s Commitments hereunder Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to a level below that which such Lender be extended by, any Bank or such controlling Person could have achieved but for such changeshall, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyany Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR 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 Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes with respect thereto, by an amount deemed by such Lender or such controlling Person Bank, in its good faith judgment, to be material, then from time to time, upon demand by and if such Lender (which demand shall be accompanied by a statement setting forth the basis Bank is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to LIBOR Reserve Percentage in the calculation of the amount thereof in reasonable detailinterest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of which shall be furnished the official 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 Agentthe Agent and all of the other Banks), Borrower shall pay to for the account of such Lender Bank as additional interest, such additional amount or amounts as will compensate such Lender or such controlling Person Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, so long as such amounts have accrued on or the Agent and all of the other Banks of any event of which it has knowledge, occurring after the day effective date hereof, which is 180 days will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, 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 on which of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such Lender first made demand therefor; providedLIBOR Loans of such Bank, that Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if the event giving rise to such costs or reductions has retroactive effectBorrower so elects, such 180 day period Bank shall be extended make such a Base Rate Loan to include the period of retroactive effectBorrower.

Increased Cost. (a) If, after the Closing Date, the adoption or taking effect of, or any change in, any applicable law, rule rule, regulation or regulationtreaty, or any change in the interpretation or administration of any applicable law, rule rule, regulation or regulation treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Lender with any request request, rule, guideline or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by the Lender; (ii) subject the Lender or Agent to any LenderTaxes (other than Taxes indemnified pursuant to Section 3.1); or (iiiii) shall impose on any the Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) through (iii) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the its Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then then, 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 Agent), Borrower shall pay directly to such the Lender such additional amount as will compensate such the 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. (b) If any 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 any the Lender or any Person controlling such 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 such the Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such the Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such the Lender or such controlling Person to be material, then from time to time, upon demand by such 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 such the Lender such additional amount as will compensate such the 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 . (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 Dxxx-Fxxxx Xxxx 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 on which such Lender first made demand therefor; providedenacted, that if the event giving rise to such costs adopted, issued or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectimplemented.

Increased Cost. (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 If a Change of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority either: (i) shall subject the Lender to any tax, duty or other charge with respect to any Letter of Credit or its obligations hereunder or under any Letter of Credit Documents, or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit insurance or similar requirement (including including, without limitation, any reserve such requirements imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by any Lenderby, the Lender or its parent; or (iiiii) shall impose on any the Lender or its parent any other similar condition affecting its Loan, its Note relating to the Letter of Credit or its obligation to make the Loanobligations hereunder or under any Letter of Credit Documents; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (the Lender or to impose a cost on) such Lender its parent of making or maintaining the LoanLetter of Credit or its obligations hereunder or under any Letter of Credit Documents, or to reduce the amount of any sum received or receivable by such the Lender or its parent under this Agreement Agreement, under the Letter of Credit or hereunder or under its Note the other Loan Documents with respect thereto, then upon by an amount deemed by the Lender to be material, 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 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 Agent)Lender, Borrower shall pay directly to such the Lender such additional amount or amounts as will compensate such the Lender or its parent 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. (b) If any the Lender shall reasonably determine have determined that any change in, a Change of Law 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 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 agencyAuthority, has or would have the effect of reducing the rate of return on such the Lender’s (or such controlling Person’s its parent’s) capital as a consequence of such Lender’s Commitments hereunder the issuance or continuance of any Letter of Credit or its ability to a level below that which such Lender make Loans or such controlling Person could have achieved but for such change, adoption, phase-in or compliance LOC Loans upon the occurrence of draws under any Letter of Credit (taking into consideration such the Lender’s (or such controlling Person’s its parent’s) policies with respect to capital adequacy) ), by an amount deemed by such the Lender or such controlling Person to be material, then from time to time, upon 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 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 Agent)Lender, Borrower shall pay to such the Lender such additional amount or amounts as will compensate such the Lender (or such controlling Person its parent’s) for such reduction. (c) In determining amounts owing pursuant to Subsections (a) and (b), 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; providedmay use any reasonable averaging, 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 effectallocation and attribution methods.

Increased Cost. (a) IfIf any Regulatory Change: (i) shall subject any Bank to any tax, after the Closing Dateduty or other charge with respect to this Agreement, the adoption ofany Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans made by it or shall change in, the basis of taxation of payments to any applicable law, rule Bank or regulationthe Issuing Bank in respect thereof (of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the interpretation rate of, any Excluded Tax payable by or administration of any applicable law, rule with respect to amounts payable to such Bank or regulation by any Governmental Authority, central bank the Issuing 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 authority, central bank or comparable agency: (iii) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit deposit, capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by or committed to be extended or participated in by, any Lender; Bank (except the Reserve Requirement reflected in the LIBOR Rate) or the Issuing Bank or (iiiii) shall impose on shall, with respect to any Lender Bank, the Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting its Loan, its Note this Agreement or its obligation to make the Loansuch Bank’s LIBOR Loans or any Letter of Credit or participation therein; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender Bank of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the Loancost 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 such Lender Bank under this Agreement or under its Note with respect theretoAgreement, then upon demand notice by such Lender (Bank or the Issuing Bank to the Administrative Agent and Borrower, which demand notice shall be accompanied by a statement setting set forth such Bank’s supporting calculations and the basis for such demand and a calculation details of the amount thereof in reasonable detail, a copy Requirements of which shall be furnished to Agent)Law, Borrower shall pay directly to such Lender Bank or the Issuing Bank, as the case may be, as additional interest, such additional amount or amounts as will compensate such Lender Bank or the Issuing Bank for such increased cost or such reduction, so long as such . The determination by any Bank under this Section of the additional amount or 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 be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder 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 conclusive in the interpretation absence of manifest error. In determining such amount or administration thereof by amounts, the Banks may use 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 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 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 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 demand shall be accompanied by a statement setting forth the basis for such demand reasonable averaging 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 effectattribution methods.

Increased Cost. (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 Authoritygovernmental 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 authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.42.7), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LoanLIBOR Loans, its Note or its obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower shall pay directly to such Lender such additional amount as will compensate 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. (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 Authoritygovernmental 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 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 obligations hereunder or under any Letter of Credit to a level below that which 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 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 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.

Increased Cost. (a) If, after subsequent to the Closing Datedate of this Agreement, the adoption introduction of, or any change in, any applicable law, rule or regulation, or any change in or the interpretation or administration implementation of any applicable law, rule regulation, treaty or regulation by any Governmental Authority, central bank official directive or comparable agency charged with the interpretation regulatory requirement of general application now or administration thereof, or compliance by any Lender with any request or directive hereafter in effect (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower shall pay directly to such Lender such additional amount as will compensate 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. (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 application thereof by any Governmental Authority, central bank court or comparable agency by any judicial or governmental authority charged with the interpretation or administration thereof, or the if compliance by any Lender or any Person controlling such Lender with any request from any central bank or directive regarding capital adequacy other fiscal, monetary or other authority (whether or not having the force of law): (a) subjects a Lender to any Tax, or changes the basis of taxation (through Taxes) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder payments due to a level below that which such Lender or increases any existing Tax, on payments of principal, interest or other amounts payable by the Borrower to such controlling Person could have achieved but for such changeLender under this Agreement; (b) imposes, adoptionmodifies or deems applicable any reserve, phase-special deposit, capital adequacy, regulatory or similar requirement against assets or liabilities held by, or deposits in or compliance for the account of, or loans to, 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 letters of credit issued by a Lender; or (taking into consideration such Lender’s or such controlling Person’s policies c) imposes on a Lender any other condition with respect to capital adequacythis Agreement; and the result of (a), (b), or (c) by an amount deemed is, in the sole determination of such Lender acting reasonably and in good faith, to increase the cost to such Lender or to reduce the income or return which is receivable by such Lender in respect of a Borrowing or such controlling Person standby fees payable pursuant to be materialSection 5.7, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth promptly notify the basis for such demand Agent. The Agent shall promptly notify the Borrower and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to the Agent for the benefit of such Lender that amount which compensates such Lender for such additional amount cost or reduction 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 will compensate applicable). The Borrower shall not be obligated to pay any portion of such Lender or such controlling Person Additional Compensation accruing under this Section 10.2 for such reduction, so long as such amounts have accrued on or after any period prior to the day date which is 180 ninety (90) days prior to the date on which the Agent, on behalf of such Lender, gives notice to the Borrower that such Additional Compensation is so accruing. A certificate by a duly authorized officer of such Lender first made demand therefor; providedprepared in good faith setting forth the amount of the Additional Compensation and the basis for it must be submitted by the Agent to the Borrower and is conclusive evidence, in the absence of manifest error, of the amount of the Additional Compensation. 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 Lender having credit facilities with such Lender comparable to the credit facilities hereunder. If the Agent notifies the Borrower that if Additional Compensation is owed, the event giving rise Borrower shall pay such Additional Compensation to the Agent for the account of such costs Lender and 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 date specified in such notice together with accrued interest in respect of such Borrowing or reductions has retroactive effect, to convert such 180 day period shall be extended to include the period Borrowing into another basis of retroactive effectBorrowing available under this Agreement.

Increased Cost. If any Regulatory Change: -------------- (a) Ifshall subject a Bank to any tax, after the Closing Dateduty or other charge with respect to Fixed Eurodollar Rate Advances, the adoption ofNote payable to such Bank to the extent it evidences Fixed Eurodollar Rate Advances, or any change in, any applicable law, rule or regulationits obligation to make Fixed Eurodollar Rate Advances, or shall change the basis of taxation of payment to such Bank of the principal of or interest on Fixed Eurodollar Rate Advances or any change 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 interpretation rate of tax on the overall net income of such Bank imposed by the laws of the United States or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which such Bank's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including any reserve such requirement imposed by the FRBBoard of Governors of the Federal Reserve System, but excluding with respect to any reserve Fixed Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of applicable Fixed Adjusted Eurodollar Rate, as the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement case may be) against assets of, deposits with or for the account of, or credit extended by any Lender; by, such Bank or (ii) shall impose on any Lender such Bank or on the United States market for certificates of deposit any other condition affecting its LoanFixed Eurodollar Rate Advances, its Note or its obligation to make the LoanFixed Eurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender Bank of making or maintaining the Loanany Fixed Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender Bank under this Agreement or under its Note with respect theretoNote, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth Bank, 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 Company shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Such Bank will promptly notify the Company of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle such Bank to compensation pursuant to this Section. A certificate of such Bank claiming compensation under this Section, setting forth the date 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, such Bank may use any reasonable averaging and attribution methods. Failure on which the part of such Lender first made Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased 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, reduction in amounts received 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 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 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 receivable with respect to capital adequacy) by an amount deemed by any Interest Period shall not constitute a waiver of such Lender or such controlling Person Bank's rights to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis compensation 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 any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If, after the Closing Date, the adoption of, or If any change in, any in applicable law, rule regulation or regulation, regulatory requirement or any change in the interpretation or administration of any applicable law, rule or regulation application thereof by any Governmental Authority, central bank governmental 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 other authority, central bank or comparable agency: shall: (i) shall subject a Lender to any Taxes with respect to its income from the Credit Facility or any part thereof, or (ii) change the basis of taxation to a Lender 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 jurisdiction of incorporation of such Lender or the domicile of the Lender's office through which the Lender's Commitment is made 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 (iii) impose, modify or deem applicable any reserve (including requirements or require the making of any reserve imposed by the FRB, but excluding special deposits against or in respect of any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit assets or similar requirement against assets liabilities of, deposits with or for the account of, or credit extended by loans by, any Lender; or , or (iiiv) shall impose on any Lender any other condition affecting its Loanthe Commitment or any portion of any Advance thereunder, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) the foregoing is either to increase the cost to (or to impose a cost on) such Lender of making available or maintaining the Loan, its Commitment or to reduce the amount of any sum payment received or receivable by such Lender then and in any such case if such increase or reduction in the opinion of such Lender materially affects the interests of such Lender under or in connection with this Agreement or under its Note with respect thereto, then Agreement: (a) such Lender shall notify the Borrower and the Agent of the happening of such event, (b) the Borrower agrees forthwith 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 Agent), Borrower shall pay directly to such Lender such additional amount as will such Lender certifies to be necessary to compensate such Lender for such increased additional cost or such reduction, so long and (c) any such demand as such amounts have accrued on or after the day which is 180 days prior referred 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. in sub-section (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 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 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 capital adequacy) by an amount deemed this Section 12.2 may be made by such Lender at any time before or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation after any repayment 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 effectAdvances.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change indate hereof, 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, Regulatory 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 such authorityGovernmental Authority, central bank bank, or comparable agency: : (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Libor Accounts, its Notes, or its obligation to make Libor Accounts, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Notes in respect of any Libor Accounts (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); (ii) shall impose, modify modify, or deem applicable any reserve reserve, special deposit, assessment, or similar requirement (including any reserve imposed by other than the FRB, but excluding any reserve included Reserve Requirement utilized in the determination of the LIBOR Rate pursuant Adjusted Libor Rate) relating to Section 2.4), special deposit any extensions of credit or similar requirement against other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended by any Lenderits Applicable Lending Office), including the Commitments of such Lender hereunder; or or (iiiii) shall impose on any such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Loan, its Note this Agreement or its obligation to make the LoanNotes or any of such extensions of credit or liabilities or commitments; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Lender (or to impose a cost onits Applicable Lending Office) such Lender of making making, Converting into, Continuing, or maintaining the Loan, any Libor Accounts or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect theretoto any Libor Accounts, then 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 Agent), Borrower shall pay directly to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such reduction, so long as such amounts have accrued on or after the day which is 180 days prior Lender -------------- (with a copy to the date on which Administrative Agent), suspend the obligation of such Lender first made demand therefor; providedto make or maintain Libor Accounts, that if or to Convert Base Rate Accounts into Libor Accounts, until the event or condition giving rise to such costs or reductions has retroactive effect, such 180 day period request ceases to be in effect (in which case the provisions of Section 6.4 shall be extended to include applicable); ----------- provided that such suspension shall not affect the period right 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 to -------- receive the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which 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 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 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, compensation 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 effectrequested.

Increased Cost. (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 thereofthereof (provided that notwithstanding anything herein to the contrary, the Dxxx-Fxxxx Xxxx 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 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 comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation ability to make the Loanloans; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loanany loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower and without duplication of other payment obligations of Borrowers hereunder (including pursuant to Section 3.1), Borrowers shall pay directly to such Lender such additional amount as will compensate 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. 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 shall reasonably determine that any change after the 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 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 obligations hereunder to a level below that which 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 capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon within five Business Days of 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 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.

Increased Cost. (a) If, after the Closing Date, the adoption of, or If any change in, any applicable law, rule or regulation, or any change Change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive Law shall: (whether or not having the force of law1) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by by, the Lender (except any Lendersuch reserve requirement reflected in the Base Rate Tranche or LIBOR Fixed Rate Tranche); or or (ii2) shall impose on any Lender Lender, the Agent or the London interbank market any other condition affecting its Loan, its Note this Agreement or its obligation to make the LoanAdvances in the Base Rate Tranche or LIBOR Fixed Rate Tranche; and the result of anything described in clauses (i) above and (ii) is any of the foregoing shall be to increase the cost to (or to impose a cost on) such any Lender of making or maintaining any Advances in the Loan, 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 under this Agreement (whether of principal, interest or under its Note with respect theretootherwise), then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand Companies jointly and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished severally agree to Agent), Borrower shall pay directly to such each affected Lender such additional amount or amounts as will compensate such Lender for such increased cost additional costs incurred 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 effectreduction suffered. (b) If any Lender shall reasonably determine determines that any change in, Change in Law (other than with respect to any amendment made to any Lender’s certificate of incorporation or the adoption by-laws or phase-in of, any applicable law, rule other organizational or regulation governing document) 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 such authority, central bank or comparable agency, requirements has or would have the effect of reducing the rate of return on such the Lender’s capital or such controlling Personon the capital of the Lender’s capital holding company, if any, as a consequence of such Lender’s Commitments hereunder this Agreement or the Advances made by the Lender to a level below that which such the Lender or such controlling Person the Lender’s holding company could have achieved but for such change, adoption, phase-Change in or compliance Law (taking into consideration such the Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person in good faith to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth time the basis for such demand Companies jointly and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished severally agree to Agent), Borrower shall pay to such each affected Lender such additional amount or amounts as will compensate such the Lender or the Lender’s holding company for any such controlling Person reduction suffered. (c) The Lenders agree not to claim compensation under this Section 6.5 for such reductionany nonmaterial amount, so long or for any amount unbilled for more than one hundred eighty (180) days after the relevant Lender first learned of its claim therefor. (d) If any Lender claims compensation under this Section 6.5, the 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 have accrued 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 day which is 180 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 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 any Lender to demand compensation pursuant to this Section 6.5 shall not constitute a waiver of the Lender’s right to demand 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 reductions incurred more than one hundred eighty (180) days prior to the date on which such that the Lender first made demand therefor; provided, that if notifies the event Company of the Change in Law giving rise to such increased costs or reductions has retroactive effectand of the Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such 180 increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effecteffect 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 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. (a) If, after the Closing Datedate of this Agreement, the adoption introduction of, or any change in, any applicable law, rule or regulation, regulation or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, 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) of any such authority, central bank or comparable agency: ): (i) shall subject any Lender to any tax, duty or other charge with respect to any Loan made by it or any Letter of Credit, or its obligation to make or issue any of the foregoing, or shall change the basis of taxation of payments to such Lender of the principal of or interest on any Loan made by it or any Letter of Credit, or its obligation to make or issue any of the foregoing (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction, at any level, in which the principal executive office of such Lender is located); or (ii) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by by, any Lender; Lender or (ii) shall impose on any Lender or the interbank eurodollar market any other condition affecting its Loan, its Note Eurodollar Loans or its obligation to make the Loanother Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loanits Loans or issuing or participating in Letters of Credit, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand any other Credit Document by any amount deemed by such Lender to be material, then, within fifteen (which 15) days after receipt of written demand shall be accompanied by a statement setting forth from such Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished Company agrees to Agent), Borrower shall pay directly to such Lender such additional amount or amounts as will compensate 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 . A certificate of such Lender first made demand therefor; provided, that if setting forth in reasonable detail the event giving rise basis for determining such additional amount or amounts necessary to compensate such costs or reductions has retroactive effect, such 180 day period Lender shall be extended to include conclusive in the period absence of retroactive effectmanifest error. (b) If any Lender shall reasonably determine have determined that any change in, or the adoption or phase-in of, introduction of any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein or any change in the interpretation or administration thereof by any Governmental Authority, central bank Authority or comparable agency charged with the interpretation or administration thereof, or the compliance by any such Lender or any Person corporation controlling such Lender with any request request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has affects or would have affect the effect amount of reducing the rate of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and such Lender (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such Lender’s or such controlling Person’s capital is increased as a consequence of such Lender’s Commitments hereunder 's obligations under this Agreement, then, upon demand of such Lender, the Company shall immediately pay to a level below that which such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such controlling Person could have achieved but for such changeincrease, adoption, phase-to the extent related to the Loans made to the Company. A certificate of such Lender setting forth in or compliance (taking into consideration reasonable detail the basis for determining any such Lender’s or such controlling Person’s policies with respect additional amounts payable pursuant to capital adequacy) by an amount deemed the preceding sentence shall be submitted by such Lender or such controlling Person through the Administrative Agent to be material, then from time to time, upon demand by such Lender (which demand the Company and shall be accompanied by a statement setting forth conclusive in the basis for such demand and a calculation absence 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 effectmanifest error.

Increased Cost. (a) If, after the Closing Date, the adoption or taking effect of, or any change in, any applicable law, rule rule, regulation or regulationtreaty, or any change in the interpretation or administration of any applicable law, rule rule, regulation or regulation treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Lender with any request request, rule, guideline or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by the Lender; (ii) subject the Lender or Agent to any LenderTaxes (other than Taxes indemnified pursuant to Section 3.1); or (iiiii) shall impose on any the Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) through (iii) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the its Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then then, 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 Agent), Borrower shall pay directly to such the Lender such additional amount as will compensate such the 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. (b) If any 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 any the Lender or any Person controlling such 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 such the Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such the Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such the Lender or such controlling Person to be material, then from time to time, upon demand by such 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 such the Lender such additional amount as will compensate such the 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 . (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 Xxxx-Xxxxx Xxxx 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 on which such Lender first made demand therefor; providedenacted, that if the event giving rise to such costs adopted, issued or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectimplemented.

Increased Cost. (a) If, If after the Closing Datedate hereof, the adoption of, or any change in, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender 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: agency (ia "Regulatory Change"): (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Notes or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank of the (B) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by or committed to be extended by, any Lender; Bank or (ii) shall impose on shall, with respect to any Lender Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its LoanLIBOR Loans, its Note Notes or its obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender Bank of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender Bank under this Agreement or under its Note Notes with respect thereto, then upon demand by an amount deemed by such Lender (which demand shall Bank, in its good faith judgment, to be accompanied by a statement setting forth the basis material, and if such Bank is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the amount thereof in reasonable detailinterest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of which shall be furnished the official 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 Agentthe Agent and all of the other Banks), Borrower shall pay directly to for the account of such Lender Bank as additional interest, such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify Borrower, so long as such amounts have accrued on or the Agent and all of the other Banks of any event of which it has knowledge, occurring after the day date hereof, which is 180 days prior will entitle such Bank to compensation pursuant to this Section. The determination by any Bank under this Section of the date on which additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such Lender first made demand therefor; provided, that if the event giving rise to such costs amount or reductions has retroactive effectamounts, such 180 day period shall be extended to include the period of retroactive effectBank may use any reasonable averaging and attribution methods. (b) If any Lender shall reasonably determine that Bank demands compensation under this Section, Borrower may at 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 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 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 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 at least two (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 2) Domestic Business Days' prior notice to such Lender Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such additional amount as will compensate such Lender or such controlling Person for such reductionBank, so long as such amounts have together with all accrued on or after the day which is 180 days prior and unpaid interest thereon to the date on which of prepayment and any funding losses and other amounts due under Section 6.6. Concurrently with repaying such Lender first made demand therefor; providedLIBOR Loans of such Bank, that Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if the event giving rise to such costs or reductions has retroactive effectBorrower so elects, such 180 day period Bank shall be extended make such a Base Rate Loan to include the period of retroactive effectBorrower.

Increased Cost. If any Regulatory Change: (a) Ifshall subject any Bank (or its Applicable Lending Office) to any tax, after duty or other charge with respect to its LIBOR Advances, its Revolving Note or its obligation to make LIBOR Advances or shall change the Closing Date, basis of taxation of payment to any Bank (or its Applicable Lending Office) of the adoption of, principal of or interest on its LIBOR Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its LIBOR Advances or regulation, or any change its obligation to make LIBOR Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal office or regulation 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 Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve LIBOR Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted LIBOR) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Bank's Applicable Lending Office or (ii) shall impose on any Lender Bank (or its Applicable Lending Office) or the interbank eurodollar market any other condition affecting its LoanLIBOR Advances, its Revolving Note or its obligation to make the LoanLIBOR Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany LIBOR Advance, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoRevolving Note, then upon then, within fifteen days after demand by such Lender Bank (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, with a copy of which shall be furnished to the Agent), the Borrower shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank; 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 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 rebuttable presumptive evidence of the matters stated therein. In determining such amount, any Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of any Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased 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, reduction in amounts received 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 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 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 receivable with respect to capital adequacy) by an amount deemed by any Interest Period shall not constitute a waiver of such Lender or such controlling Person Bank's rights to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis compensation 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 any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (ai) Ifshall subject any Bank to any tax, after the Closing Dateduty or other charge with respect to this Agreement, the adoption ofany Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans made by it or shall change in, the basis of taxation of payments to any applicable law, rule Bank or regulationany Issuing Bank in respect thereof (of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the interpretation rate of, any Excluded Tax payable by or administration of any applicable law, rule with respect to amounts payable to such Bank or regulation by any Governmental Authority, central bank such Issuing 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 authority, central bank or comparable agency: (iii) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit deposit, capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by or committed to be extended or participated in by, any LenderBank (except the Reserve Requirement reflected in the LIBOR Rate) or any Issuing Bank; or (iiiii) shall impose on shall, with respect to any Lender Bank, any Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting its Loan, its Note this Agreement or its obligation to make the Loansuch Bank’s LIBOR Loans or any Letter of Credit or participation therein; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender Bank of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the Loancost 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 such Lender Bank under this Agreement or under its Note with respect theretoAgreement, then upon demand notice by such Lender (Bank or such Issuing Bank to the Administrative Agent and the Borrowers, which demand notice shall be accompanied by a statement setting set forth such Bank’s supporting calculations and the basis for such demand and a calculation details of the amount thereof in reasonable detailRequirements of Law, a copy of which shall be furnished to Agent), each Borrower shall pay directly to such Lender Bank or such Issuing Bank, as the case may be, as additional interest, its Applicable Share of such additional amount or amounts as will compensate such Lender Bank or such Issuing Bank for such increased cost or such reduction, so long as such . The determination by any Bank under this Section of the additional amount or 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 be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder 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 conclusive in the interpretation absence of manifest error. In determining such amount or administration thereof by amounts, the Banks may use 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 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 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 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 demand shall be accompanied by a statement setting forth the basis for such demand reasonable averaging 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 effectattribution methods.

Increased Cost. (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 Authoritygovernmental 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 authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.42.7), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LoanLIBOR Loans, its Note or its obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower Borrowers shall pay directly to such Lender such additional amount as will compensate 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. (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 Authoritygovernmental 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 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 obligations hereunder or under any Letter of Credit to a level below that which 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 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 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 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 Xxxx-Xxxxx Xxxx 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 a change in law for purposes of this Agreement (including without limitation for purposes of this Section 3.2 and for purposes of Section 3.4), regardless of the date enacted, adopted or issued.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Lender to any tax, after the Closing Dateduty or other charge with respect to its Eurodollar Rate Advances, the adoption ofNotes, 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 change in, any applicable law, rule other amounts due under this Agreement in respect of Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Lender imposed 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 jurisdiction in which the Lender's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Lender or (ii) shall impose on any the Lender or on the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Note the Notes or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such the Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such the Lender under this Agreement or under its Note with respect theretothe Notes, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Lender, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such the Lender such additional amount or amounts as will compensate such the Lender for such increased cost or such reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle the Lender to compensation pursuant to this Section. A certificate of the date on which such Lender first made demand therefor; providedclaiming compensation under this Section, 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 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 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 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 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 demand shall be accompanied by a statement setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for such demand the charge and a calculation the method of the amount thereof in reasonable detailcomputation, a copy of which shall be furnished to Agent)conclusive in the absence of error. In determining such amount, Borrower shall pay to such the 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 effectmay use any reasonable averaging and attribution methods.

Increased Cost. If any Regulatory Change: (a) Ifshall subject any Revolving Lender or Term B Lender (or its Applicable Lending Office) to any tax, after duty or other charge with respect to its LIBOR Rate Advances, its Revolving or Term B Note or its obligation to make LIBOR Rate Advances or shall change the Closing Date, basis of taxation of payment to any Lender (or its Applicable Lending Office) of the adoption of, principal of or interest on its LIBOR Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its LIBOR Rate Advances or regulation, or any change its obligation to make LIBOR Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Lender or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Lender’s principal office or regulation 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 Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding any such requirement to the extent included in calculating the applicable Adjusted 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 any Lender; the Letter of Credit Bank or (ii) shall impose on 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 LoanLIBOR Rate Advances, its Revolving or Term B Note or its obligation to make the LoanLIBOR Rate Advances or affecting any Letter of Credit; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Lender (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany LIBOR Rate Advance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoRevolving or Term B Note, then upon then, within 30 days after 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, with a copy of which shall be furnished to the Administrative Agent), Borrower the Borrowers shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or such reduction. Each Revolving and Term B Lender will promptly notify the Borrowers’ Agent and the Administrative Agent of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior to the date on which will entitle such Lender first made demand therefor; providedto compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, that if or reduce the event giving rise amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of 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, such Lender may use any reasonable averaging and attribution methods. Failure on the part of any Revolving and Term B Lender to demand compensation for any increased costs or reductions has retroactive effect, such 180 day period reduction in amounts received or receivable with respect to any Interest 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 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 constitute a consequence waiver of such Lender’s Commitments hereunder rights to a level below that which such Lender or such controlling Person could have achieved but demand compensation for such change, adoption, 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 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 any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If, after the Closing Date, the adoption or taking effect of, or any change in, any applicable lawApplicable Law, rule rule, regulation or regulationtreaty, or any change in the interpretation or administration of any applicable lawApplicable Law, rule rule, regulation or regulation treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Lender with any request request, rule, guideline or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by the Lender; (ii) subject the Lender or the Agent to any LenderTaxes (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 (iiiii) shall impose on any the Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) through (iii) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the its Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then then, 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 such the Lender such additional amount as will compensate such the 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. (b) If any the Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable lawApplicable 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 the Lender or any Person controlling such 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 such the Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such the Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such the Lender or such controlling Person to be material, then from time to time, upon demand by such 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 the Agent), the Borrower shall pay to such the Lender such additional amount as will compensate such the Lender or such controlling Person for such reduction. (c) Notwithstanding anything herein to the contrary, so long as such (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 Xxxx-Xxxxx Xxxx 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. Notwithstanding anything to the contrary in this Section 3.2, the Borrower shall not be required to compensate the Lender for any amounts have accrued on or after the day which is incurred more than 180 days prior to the date on which that the Lender delivers the statement making the demand for 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 effectpayment.

Increased Cost. (a) If, If (i) Regulation D or (ii) after the Closing Datedate hereof, the adoption of, or any change in, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any Governmental Authoritygovernmental 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: agency (ia “Regulatory Change”): (A) shall subject any Lender to any tax, duty or other charge with respect to its LIBOR Loans, its Notes or its obligation to make LIBOR Loans, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such Lender); or (B) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on committed to be extended by, any Lender or shall, with respect to any Lender impose, modify or deem applicable any other condition affecting its Loansuch Lender’s LIBOR Loans, its Note such Lender’s Notes or its such Lender’s obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under any of its Note Notes with respect thereto, then upon demand by an amount deemed by such Lender (which demand shall to be accompanied by a statement setting forth the basis material, and if such Lender is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to “LIBOR Reserve Percentage” in the calculation of the amount thereof LIBOR Rate, then upon notice by such Lender to Borrower, which notice shall set forth such Lender’s supporting calculations in reasonable detail, a copy detail and the details of which shall be furnished to Agent)the Regulatory Change, Borrower shall pay directly to such Lender Lender, as additional interest, such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such . The determination by any Lender under this Section of the additional amount or 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 be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectdemonstrable error. In determining such amount or amounts, the Lenders may use any reasonable averaging and attribution methods. (b) If any Lender shall reasonably determine that demands compensation under Section 2.20(a) above, Borrower may at 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 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 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 capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by at least three (3) Eurodollar Business Day’s prior notice to such Lender Lender, convert its then outstanding LIBOR Loans to ABR Loans of the same type (which demand i.e., a Revolving Credit ABR Loan) in an equal principal amount. Interest accrued on each such LIBOR Loan prior to any such conversion shall be accompanied by a statement setting forth the basis for such demand due 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 payable on or after the day which is 180 days prior to the date on which of 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 effectconversion together with any funding losses and other amounts due under Section 2.17 and this Section 2.20.

Increased Cost. (a) If, after the Closing Datedate hereof, any Regulatory Change: (a) shall subject any Lender (or its applicable lending office) to any tax, duty or other charge with respect to its Offshore Rate Loans, its Note(s), its obligation to make Offshore Rate Loans, its issuance of Letters of Credit or its obligation to make Letter of Credit Loans, or shall change the adoption ofbasis of taxation of payment to any Lender (or its applicable lending office) of the principal of or interest on its Offshore Rate Loans, or any change inother amounts due under this Agreement in respect of its Offshore Rate Loans, any applicable lawits obligation to make Offshore Rate Loans, rule its obligation to issue Letters of Credit or regulation, or any change its obligation to make Letter of Credit Loans (except for changes in the interpretation rate of tax on the overall net income of such Lender or administration of any its applicable law, rule lending office imposed by the jurisdiction in which such Lender’s principal office or regulation 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 applicable lending office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard of Governors of the Federal Reserve System, but excluding with respect to any reserve Offshore Rate Loan any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurocurrency Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; ’s applicable lending office or (ii) shall impose on any Lender (or its applicable lending office) or on the interbank eurocurrency market any other condition affecting its LoanOffshore Rate Loans, its Note or Note(s), its obligation to make the LoanOffshore Rate Loans, its obligation to issue Letters of Credit or its obligations to make Letter of Credit Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Lender (or to impose a cost onits applicable lending office) such Lender of making or maintaining the any Offshore Rate Loan, issuing or maintaining Letters of Credit or making Letter of Credit Loans, or to reduce the amount of any sum received or receivable by such Lender (or its applicable lending office) under this Agreement or under its Note with respect theretoNote(s), then upon then, within 30 days after 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, with a copy of which shall be furnished to the Agent), Borrower the Company shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or such reductionreduction in amounts received or receivable. Each Lender will promptly notify the Company and the Agent of any Regulatory Change of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which will entitle such Lender 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 Lender, be otherwise disadvantageous to such Lender. A certificate of 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, any Lender may use any reasonable averaging and attribution methods. The Company shall not be obligated to pay any such amount that is 180 attributable to the period ending 91 days prior to the date on which such Lender of the 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 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 notice delivered by any Lender or under the third preceding sentence with respect to any Person controlling such Lender with Regulatory Change (the “Section 2.24 Excluded Period”), except to the extent any request or directive regarding capital adequacy (whether or not having amount is attributable to the force Section 2.24 Excluded Period as a result of law) the retroactive application of the applicable Regulatory Change. Failure on the part of any such authority, central bank Lender to demand compensation for any increased costs or comparable agency, has reduction in amounts received or would have the effect of reducing the rate of return on such Lender’s receivable with respect to any Interest Period or such controlling Person’s capital as other applicable period shall not constitute a consequence waiver of such Lender’s Commitments hereunder rights to a level below that which such Lender or such controlling Person could have achieved but demand compensation for such change, adoption, 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 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 any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period or other applicable period.

Increased Cost. (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, Regulatory -------------- 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 such authorityGovernmental Authority, central bank bank, or comparable agency: : (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Libor Accounts, its Notes, or its obligation to make Libor Accounts, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Notes in respect of any Libor Accounts (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); (ii) shall impose, modify modify, or deem applicable any reserve reserve, special deposit, assessment, or similar requirement (including any reserve imposed by other than the FRB, but excluding any reserve included Reserve Requirement utilized in the determination of the LIBOR Rate pursuant Adjusted Libor Rate) relating to Section 2.4), special deposit any extensions of credit or similar requirement against other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended by any Lenderits Applicable Lending Office), including the Commitments of such Lender hereunder; or or (iiiii) shall impose on any such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Loan, its Note this Agreement or its obligation to make the LoanNotes or any of such extensions of credit or liabilities or commitments; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Lender (or to impose a cost onits Applicable Lending Office) such Lender of making making, Converting into, Continuing, or maintaining the Loan, any Libor Accounts or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect theretoto any Libor Accounts, then 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 Agent), Borrower shall pay directly to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on then or after the day which is 180 days prior previously incurred. If any Lender requests compensation by Borrower under this Section 6.1(a), Borrower may, by notice to the date on which such Lender first made demand therefor; provided(with a copy to -------------- Administrative Agent), that if suspend the obligation of such Lender to make or maintain Libor Accounts, or to Convert Base Rate Accounts into Libor Accounts, until the event or condition giving rise to such costs or reductions has retroactive effect, such 180 day period request ceases to be in effect (in which case the provisions of Section 6.4 shall be extended to include ----------- applicable); provided that such suspension shall not affect the period right 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 to receive the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which 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 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 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, compensation 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 effectrequested.

Increased Cost. (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 any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) agency shall impose on any Lender any other condition affecting its LoanLIBOR Loans, its Note or its obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower shall pay directly to such Lender such additional amount as will compensate 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. (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 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 obligations hereunder to a level below that which 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 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 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.

Increased Cost. If any Regulatory Change: (a) Ifshall subject any Bank (or its Applicable Lending Office) to any tax, after duty or other charge with respect to its LIBOR Advances, its Notes or its obligation to make LIBOR Advances or shall change the Closing Date, basis of taxation of payment to any Bank (or its Applicable Lending Office) of the adoption of, principal of or interest on LIBOR Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of LIBOR Advances or regulation, or any change its obligation to make LIBOR Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Bank’s principal office or regulation 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 Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including any such requirement imposed by the Board, but excluding with respect to any LIBOR Advance any such requirement to the extent included in calculating the applicable Adjusted 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 any Lender; the LC Bank or (ii) shall impose on any Lender Bank (or its Applicable Lending Office) or the interbank LIBOR market any other condition affecting its LoanLIBOR Advances, its Note Notes or its obligation to make the LoanLIBOR Advances or affecting any Letter of Credit; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany LIBOR Advance or issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoNotes, then upon then, within 30 days after demand by such Lender Bank (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, with a copy of which shall be furnished to the Agent), Borrower the Borrowers shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify the Borrowers’ Agent and the Agent of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. 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 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, such Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of any Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased 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, reduction in amounts received 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 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 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 receivable with respect to capital adequacy) by an amount deemed by any Interest Period shall not constitute a waiver of such Lender or such controlling Person Bank’s rights to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis compensation 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 any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (ai) Ifshall subject any Bank to any tax, after the Closing Dateduty or other charge with respect to this Agreement, the adoption ofany Letter of Credit, any participation in a Letter of Credit or any SOFR Loans made by it or shall change in, the basis of taxation of payments to any applicable law, rule Bank or regulationany Issuing Bank in respect thereof (of the principal of or interest on its SOFR Loans or any other amounts due under this Agreement in respect of its SOFR Loans or its obligation to make SOFR Loans (except for Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the interpretation rate of, any Excluded Tax payable by or administration of any applicable law, rule with respect to amounts payable to such Bank or regulation by any Governmental Authority, central bank such Issuing 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 authority, central bank or comparable agency: (iii) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit deposit, capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by or committed to be extended or participated in by, any LenderBank or any Issuing Bank; or (iiiii) shall impose on shall, with respect to any Lender Bank, any Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting its Loan, its Note this Agreement or its obligation to make the Loansuch Bank’s SOFR Loans or any Letter of Credit or participation therein; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender Bank of making or maintaining any SOFR Loan (or of maintaining its obligation to make any such Loan), or to increase the Loancost 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 such Lender Bank under this Agreement or under its Note with respect theretoAgreement, then upon demand notice by such Lender (Bank or such Issuing Bank to the Administrative Agent and the Borrowers, which demand notice shall be accompanied by a statement setting set forth such Bank’s supporting calculations and the basis for such demand and a calculation details of the amount thereof in reasonable detailRequirements of Law, a copy of which shall be furnished to Agent), each Borrower shall pay directly to such Lender Bank or such Issuing Bank, as the case may be, as additional interest, its Applicable Share of such additional amount or amounts as will compensate such Lender Bank or such Issuing Bank for such increased cost or such reduction, so long as such . The determination by any Bank under this Section of the additional amount or 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 be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder 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 conclusive in the interpretation absence of manifest error. In determining such amount or administration thereof by amounts, the Banks may use 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 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 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 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 demand shall be accompanied by a statement setting forth the basis for such demand reasonable averaging 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 effectattribution methods.

Increased Cost. (a) If, If (i) Regulation D or (ii) after the Closing Datedate hereof, the adoption of, or any change in, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender 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: agency (ia "Regulatory Change"): (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Note or its obligation to make LIBOR Loans, or shall change the basis of taxation of payments to any Bank of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such Bank); or (B) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by or committed to be extended by, any Lender; Bank or (ii) shall impose on shall, with respect to any Lender Bank or the London interbank market, impose, modify or deem applicable any other condition affecting its LoanLIBOR Loans, its Note or its obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender Bank of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender Bank under this Agreement or under its Note Notes with respect thereto, then upon demand by an amount deemed by such Lender (which demand shall Bank, in its good faith judgment, to be accompanied by a statement setting forth the basis material, and if such Bank is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the amount thereof in reasonable detailinterest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of which shall be furnished the official notice of the applicable change in law (if applicable) and a work sheet showing how the increase in cost or reduction in amount received or receivable was calculated (with a copy to Agentthe Agent and all of the other Banks), Borrower shall pay directly to for the account of such Lender Bank as additional interest, such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify Borrower, so long as such amounts have accrued on or the Agent and all of the other Banks of any event of which it has knowledge, occurring after the day date hereof, which is 180 days prior will entitle such Bank to compensation pursuant to this Section. The determination by any Bank under this Section of the date on which additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such Lender first made demand therefor; provided, that if the event giving rise to such costs amount or reductions has retroactive effectamounts, such 180 day period shall be extended to include the period of retroactive effectBank may use any reasonable averaging and attribution methods. (b) If any Lender shall reasonably determine that Bank demands compensation under this Section, Borrower may at 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 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 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 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 at least two (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 2) Domestic Business Days' prior notice to such Lender Bank and the Agent, repay in full its then outstanding LIBOR Loans from such additional amount as will compensate such Lender or such controlling Person for such reductionBank, so long as such amounts have together with all accrued on or after the day which is 180 days prior and unpaid interest thereon to the date on which of prepayment and any funding losses and other amounts due under Section 2.10. Concurrently with repaying such Lender first made demand therefor; providedLIBOR Loans of such Bank, that Borrower may borrow from such Bank a Prime Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if the event giving rise to such costs or reductions has retroactive effectBorrower so elects, such 180 day period Bank shall be extended make such a Prime Loan to include the period of retroactive effectBorrower.

Increased Cost. (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 thereofthereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx 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 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 comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation ability to make the Loanloans; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loanany loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower and without duplication of other payment obligations of Borrowers hereunder (including pursuant to Section 3.1), Borrowers shall pay directly to such Lender such additional amount as will compensate 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. 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 shall reasonably determine that any change after the 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 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 obligations hereunder to a level below that which 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 capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon within five Business Days of 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 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.

Increased Cost. If any Regulatory Change: (ai) Ifshall subject any Lender or the L/C Issuer (or its Applicable Lending Office) to any tax, after duty or other charge with respect to any Libor Balances or IBOR Balances, its Note or its obligation to make Libor Balances or IBOR Balances available to the Closing Date, Borrower or (as the adoption ofcase may be) issuing or participating in Letters of Credit, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration basis of taxation of any applicable law, rule amounts payable to such Lender (or regulation by any Governmental Authority, central bank its Applicable Lending Office) under this Agreement 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) its Note in respect of any Libor Balances or IBOR Balances (other than franchise taxes or taxes imposed on or measured by the net income of such authorityLender by the jurisdiction in which such Lender is organized, central bank has its principal office or comparable agency: such Applicable Lending Office or is doing business); (iii) shall impose, modify or deem applicable any reserve reserve, special deposit, assessment or similar requirement (including any reserve imposed by other than the FRB, but excluding any reserve included (A) Eurocurrency Reserve Percentage utilized in the determination of the LIBOR Libor Rate pursuant 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, other than as set forth on Schedule 1.1B) relating to Section 2.4), special deposit any extensions of credit or similar requirement against other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender or credit extended by any Lender; L/C Issuer (or its Applicable Lending Office), including the Commitment of such Lender hereunder; (iiiii) shall impose on any such Lender or L/C Issuer (or its Applicable Lending Office), the London interbank market or the offshore interbank market (with respect to the IBOR Rate) any other condition affecting its Loan, this Agreement or its 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 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 obligation to make the Loan; making, funding or maintaining Libor Balances. and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Lender (or to impose a cost onits Applicable Lending Office) such Lender of making making, Converting into, Continuing or maintaining the Loan, any Libor Balances or IBOR Balances or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto any Libor Balances or IBOR Balances, then 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 Agent), Borrower shall pay directly to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such reduction, so long as such amounts have accrued on or after the day which is 180 days prior Lender (with a copy to the date on which Agent), suspend the obligation of such Lender first made demand therefor; providedto make or maintain Libor Balances or IBOR Balances, that if or to Convert any portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such costs or reductions has retroactive effect, such 180 day period request ceases to be in effect (in which case the provisions of Section 6.4 shall be extended to include applicable); provided that such suspension shall not affect the period right 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 to receive the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which 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 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 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, compensation 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 effectrequested.

Increased Cost. (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 thereofthereof (provided that notwithstanding anything herein to the contrary, the Xxxx‑Xxxxx Xxxx 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 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 comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LoanLIBOR Rate; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LoanLIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 one‑hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. 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 shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in 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 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 obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in 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 within five (5) Business Days of 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 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 one‑hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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 such Lender pursuant to this Section 3.2 would be materially reduced and 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 requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive absent manifest error.

Increased Cost. (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 Authoritygovernmental 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 authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.42.7), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LoanLIBOR Loans, its Note or its obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower Borrowers shall pay directly to such Lender such additional amount as will compensate 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. (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 Authoritygovernmental 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 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 obligations hereunder to a level below that which 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 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 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 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 Xxxx-Xxxxx Xxxx 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 a change in law for purposes of this Agreement (including without limitation for purposes of this Section 3.2 and for purposes of Section 3.4), regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulationregulation (other than the implementation of FATCA, as in effect, with respect to any 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 Lender Purchaser with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) agency shall impose on any Lender Purchaser any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender Purchaser of making or maintaining the Loanits Note, or to reduce the amount of any sum received or receivable by such Lender Purchaser under this Agreement or under its Note with respect thereto, then upon demand by such Lender Purchaser (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 AgentAgent and the Companies), Borrower the Companies shall pay directly to such Lender Purchaser such additional amount as will compensate such Lender Purchaser for such increased cost or such reductionreduction 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 Lender 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 Lender 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 Lender Purchaser or any Person controlling such Lender Purchaser 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 such LenderPurchaser’s or such controlling Person’s capital as a consequence of such LenderPurchaser’s Commitments obligations hereunder to a level below that which such Lender Purchaser or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such LenderPurchaser’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender Purchaser or such controlling Person to be material, then from time to time, upon demand by such Lender Purchaser (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 AgentAgent and the Companies), Borrower the Companies shall pay to such Lender Purchaser such additional amount as will compensate such Lender 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 Lender 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. (c) Notwithstanding anything to the contrary contained herein, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) 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 of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be 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 of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, If at any time or from time to time any change occurring after the Closing Date, the adoption of, or date hereof in any change in, any applicable requirement of law, rule or regulation, order, decree, treaty or any change in directive or the interpretation or administration of any applicable law, rule or regulation application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, governmental authority or compliance by any the Lender with any request or directive (whether or not having the force of law) of occurring after the date hereof from any such authority, central bank or comparable agency: monetary authority or other Governmental authority: (iA) does or shall subject the Lender to any tax of any kind whatsoever with respect to this Loan Agreement or any LIBOR Loan, or change the basis of taxation of payments to the Lender of principal, interest or others amount payable hereunder (except for changes in the rate or method of tax on the overall net income of the Lender in any jurisdiction); or (B) does or shall impose, modify or deem hold applicable any reserve (including reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any reserve imposed by other acquisition of funds by, any office of the FRB, but excluding any reserve Lender which are not otherwise included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit hereunder; or (C) does or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any the Lender any other condition affecting its Loan, its Note regarding this Loan Agreement or its obligation to make the LoanLoans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such the Lender of making making, renewing, converting or maintaining the Loanadvances or extensions of credit as LIBOR Loans, or to reduce any amount receivable in respect of such LIBOR Loans, then, in any such case, the Lender will promptly notify the Borrower of the change and of the estimated amount of any sum received such cost increase or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand reduction in amount and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall promptly pay directly to such the Lender upon their demand, such additional amount as which will compensate such the Lender for such increased 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 reductionadditional 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, so long as the case may be, by prepayment and reborrowing in the manner specified in this Loan Agreement. If any such amounts have accrued conversion of a LIBOR Loan is made on or after the a day which is 180 days prior to not the date on which such Lender first made demand therefor; providedlast day of an applicable Interest Period, 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 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 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 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 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 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 upon request such amount or amounts as may be necessary to compensate the Lender for any loss or 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 claim any additional amount amounts pursuant to this Section, it shall promptly notify Borrower thereof. A certificate as will compensate such Lender or such controlling Person for such reduction, so long as such to any additional amounts have accrued on or after the day which is 180 days prior payable pursuant to the date on which such foregoing submitted by an officer of the Lender first made demand therefor; provided, that if to the event giving rise to such costs or reductions has retroactive effect, such 180 day period Borrower shall be extended to include conclusive in the period absence of retroactive effectmanifest error.

Increased Cost. (a) If, after If the Closing Date, the adoption introduction of, or any change in, any applicable law, rule or regulation, treaty or any change official directive or regulatory requirement now or hereafter in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive effect (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower shall pay directly to such Lender such additional amount as will compensate 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. (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 application thereof by any Governmental Authority, central bank court or comparable agency by any judicial or governmental authority charged with the interpretation or administration thereof, or the if compliance by any Lender or any Person controlling such a Lender with any request from any central bank or directive regarding capital adequacy 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) subjects any Lender to any Tax, or changes the basis of taxation of payments due to such Lender or increases any existing Tax, on payments of principal, interest or other amounts payable by a Borrower to such authorityLender under this Agreement (in each case, central bank except for Taxes on the net income 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 ), (b) imposes, modifies or deems applicable any reserve, special deposit, regulatory, capital or similar requirement against assets held by or deposits in or for the account of, or loans bearing interest at a level below that which such 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 such controlling Person could have achieved but for such changean office of any Lender, adoption, phase-in or compliance or (taking into consideration such Lender’s or such controlling Person’s policies c) imposes on any Lender any other condition with respect to this Agreement (except for Taxes on the net income or capital adequacyof such Lender), and the result of Sections 7.2 (a), (b) by an amount deemed or (c) is to increase the cost to any Lender or to reduce the income receivable by such Lender or such controlling Person to be materialin respect of a Libor Loan by any amount, then from time to time, 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 Agent), applicable Borrower shall pay to the Canadian Agent or the U.S. Agent, as the case may be, for the account of any such Lender, that amount which compensates such Lender for such additional amount cost or reduction in income (“Additional Compensation”) arising and calculated as will compensate 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. Upon any Lender having determined that it is entitled to Additional Compensation, it shall promptly notify the 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 such Lender or setting forth the amount of the Additional Compensation and the basis for it shall be submitted by such controlling Person for Lender to such reductionAgent and forwarded by such Agent, so long 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 amounts certificate in accordance with Section 10.8. If an Agent notifies a Borrower pursuant to this Section 7.2, such Borrower shall have accrued on or after the day which is 180 days right, upon written irrevocable notice to that effect delivered to such Agent at least 10 Business Days prior to the end of such Libor Interest Period, to repay or convert such Lender’s Participation in any such Libor Loan in full, together with payment of accrued interest and the Additional Compensation to the date on of payment, to U.S. Base Rate Loans which such Lender first made demand therefor; provideddo not suffer the same defect or U.S. Prime Rate Loans, that if as the event giving rise to such costs or reductions has retroactive effectcase may be, such 180 day period shall be extended to include the period of retroactive effect.denominated in U.S.$.

Increased Cost. (a) If, after the Closing Date, the adoption or taking effect of, or any change in, any applicable lawApplicable Law, rule rule, regulation or regulationtreaty, or any change in the interpretation or administration of any applicable lawApplicable Law, rule rule, regulation or regulation treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Lender with any request request, rule, guideline or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any the Lender; or (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 any the Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) through (iii) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the its Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then then, 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 such the Lender such additional amount as will compensate such the 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. (b) If any the Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable lawApplicable 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 the Lender or any Person controlling such 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 such the Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such the Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such the Lender or such controlling Person to be material, then from time to time, upon demand by such 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 the Agent), the Borrower shall pay to such the Lender such additional amount as will compensate such the Lender or such controlling Person for such reduction. (c) Notwithstanding anything herein to the contrary, so long as such (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 Dxxx-Fxxxx Xxxx 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. Notwithstanding anything to the contrary in this Section 3.2, the Borrower shall not be required to compensate the Lender for any amounts have accrued on or after the day which is in this Section 3.2 (excluding Taxes described in Section 3.2(a)(ii)) incurred more than 180 days prior to the date on which that the Lender delivers the statement making the demand for 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 effectpayment.

Increased Cost. If any Regulatory Change: (ai) Ifshall subject any Lender or the L/C Issuer (or its Applicable Lending Office) to any tax, after duty or other charge with respect to any Loan whose interest is determined by reference to the Closing DateLibor Base Rate, its Note or its obligation to make any Loan whose interest is determined by reference to the adoption ofLibor Base Rate available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration basis of taxation of any applicable law, rule amounts payable to such Lender (or regulation by any Governmental Authority, central bank its Applicable Lending Office) under this Agreement 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) its Note in respect of any Loan whose interest is determined by reference to the Libor Base Rate (other than franchise taxes or taxes imposed on or measured by the net income of such authorityLender by the jurisdiction in which such Lender is organized, central bank has its principal office or comparable agency: such Applicable Lending Office or is doing business); (iii) shall impose, modify or deem applicable any reserve reserve, special deposit, compulsory loan, insurance charge or similar requirement (including any reserve imposed by other than the FRB, but excluding any reserve included Eurocurrency Reserve Percentage utilized in the determination of the LIBOR Libor Rate pursuant relating to Section 2.4), special deposit any extensions of credit or similar requirement against other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender or credit extended by any LenderL/C Issuer (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or or (iiiii) shall impose on any such Lender or L/C Issuer (or its Applicable Lending Office), the applicable interbank market any other condition affecting its Loan, this Agreement or its Note or its obligation to make the Loanany of such extensions of credit or liabilities or commitments; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Lender (or to impose a cost onits Applicable Lending Office) such Lender of making making, Converting into, Continuing or maintaining any Loan whose interest is determined by reference to the Loan, Libor Base Rate or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto any Loan whose interest is determined by reference to the Libor Base Rate, then 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 Agent), Borrower shall pay directly to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such reduction, so long as such amounts have accrued on or after the day which is 180 days prior Lender (with a copy to the date on which Agent), suspend the obligation of such Lender first made demand therefor; providedto make or maintain any Loan whose interest is determined by reference to the Libor Base Rate, that if or to Convert Base Rate Loans into Libor Loans, until the event or condition giving rise to such costs or reductions has retroactive effect, such 180 day period request ceases to be in effect (in which case the provisions of Section 6.4 shall be extended to include applicable); provided that such suspension shall not affect the period right 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 to receive the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which 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 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 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, compensation 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 effectrequested.

Increased Cost. Except as to taxes, levies, imposts, -------------- deductions, charges or withholdings, if either (ai) If, after the Closing Date, the adoption of, or any changes (other than any change in, any applicable law, rule by way of imposition or regulation, increase of reserve requirements included in the LIBOR Rate) in or any change in the interpretation or administration of any applicable law, rule law or regulation or (ii) the compliance by Bank with any Governmental Authority, guideline or request from any central bank or comparable agency charged with other governmental authority, in any case introduced, changed, interpreted or requested after the interpretation or administration thereof, or compliance by any Lender with any request or directive date hereof (whether or not having the force of law), shall either (x) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement against assets ofheld by, or deposits with in or for the account of, Bank or credit extended (y) impose on Bank or any entity controlling Bank any other condition relating to this Agreement or Bank or such entity or the LIBOR Based Option loans made by Bank, and the result of any Lender; event referred to in clause (i) or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) is be to increase the cost to (Bank or any entity controlling Bank of agreeing to impose a cost on) such Lender of making make or making, funding or maintaining the Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoLIBOR Based Option loans, then 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 Agent), Borrower shall pay directly to such Lender such additional amount as will compensate 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. (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 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 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 capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by Bank, pay to the Bank for the account of Bank such Lender additional amounts as may be required to compensate Bank or such entity for such increased cost; provided, however, that (A) Bank shall use its -------- ------- best efforts to notify the Borrower as to the existence of any change of circumstance described above in this subsection (a) as promptly as practical after Bank gains knowledge thereof and is able to determine that such change will result in increased costs hereunder, but the failure to give such notice shall not (subject to clause (B) below) affect the right of Bank to any payment to which demand it would otherwise be entitled hereunder and (B) the Borrower shall not be accompanied obligated to compensate Bank for any costs incurred for any period after the Bank gains knowledge of the change of circumstance and is able to determine that such change will result in increased costs and prior to the date that is sixty (60) days before the date upon which notice of such change is first given to Borrower as required by clause (A) above. Bank shall submit to Borrower a statement setting forth certificate as to the amount of such increased cost, the basis for such demand increase and a calculation the manner of the amount thereof in reasonable detailcomputation thereof, 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 at least thirty (30) days prior to the date on which that the Bank seeks payment for such Lender first made demand therefor; provided, that if increased costs by 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 effectBorrower.

Increased Cost. ‌ (a) If, after the Closing Date, the adoption of, or If any change in, any applicable law, rule or regulation, or any change Change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: Law shall: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by or participated in by, any Lender (except any reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Lender; or ; (ii) shall subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any Issuing Lender or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting its Loan, its Note this Agreement or its obligation to make the LoanLoans made by such Lender or any Letter of Credit or participation therein; and the result of anything described in clauses (i) above and (ii) is any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to impose a cost on) such Lender participate in or to issue any Letter of making or maintaining the LoanCredit), or to reduce the amount of any sum received or receivable by such Lender, Issuing Lender under this Agreement or under its Note with respect theretoother Recipient hereunder (whether of principal, then interest or any other amount) then, upon demand by request of such Lender, Issuing Lender (which demand shall be accompanied by a statement setting forth or other Recipient, 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 Borrowers will pay directly to such Lender, Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Lender or other Recipient, as the case may be, for such increased cost additional costs incurred 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 effectreduction suffered. For purposes of this paragraph (b), such 180 day period shall be extended obligations do not apply to include increased Taxes that are Indemnified Taxes, Taxes described in clauses (b) through (d) of the period definition of retroactive effectExcluded Taxes and Connection Income Taxes. (b) If any Lender shall reasonably determine or Issuing Lender determines that any change in, Change in Law affecting such Lender 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 Issuing Lender or any Person controlling lending office of such Lender with any request or directive such Lender’s or Issuing Lender’s holding company, if any, regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or such controlling PersonIssuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender’s Commitments hereunder , or the Letters of Credit issued by any Issuing Lender, to a level below that which such Lender or Issuing Lender or such controlling Person Lender’s or Issuing Lender’s holding company could have achieved but for such change, adoption, phase-Change in or compliance Law (taking into consideration such Lender’s or such controlling PersonIssuing Lender’s policies and the policies of such Xxxxxx’s or Issuing Lender’s holding company 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 demand shall be accompanied by a statement setting forth time 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 Borrowers will pay to such Lender or Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Lender or such controlling Person Lender’s or Issuing Lender’s holding company for any such reductionreduction suffered. (c) A certificate of a Lender or Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or Issuing Lender or its holding company, so long as such amounts have accrued on the case may be, as specified in paragraph (a) or after the day which is 180 days prior (b) of this Section and delivered to the date on which Borrower Representative, shall be conclusive absent manifest error. The Borrowers shall pay such Lender first made demand therefor; providedor Issuing Lender, that if as the event giving rise to case may be, the amount shown as due on any such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectcertificate within 10 days after receipt thereof.

Increased Cost. (a) If, after the Closing Date, the adoption of, or If a Lender determines that any change in, in any applicable law, rule law or regulation, 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, application thereof or compliance by any such Lender with any applicable direction, request or directive requirement (whether or not having the force of law) of any competent governmental or other authority does or will: (a) subject such authority, central bank Lender to any tax or comparable agency: other payment with reference to sums payable by Borrower under this Agreement (except (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included tax on such Lender’s overall net income in the determination jurisdiction of the LIBOR Rate pursuant to Section 2.4), special deposit its principal office or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; Lending Office or (ii) shall impose on any Lender any other condition affecting its Loan, its Note as referred to in Section 10) or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) oblige such Lender of making to forgo any interest or maintaining the Loan, other return on or calculated by reference to reduce the amount of any sum received or receivable by it under this Agreement; or (b) impose on such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth any other condition the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy effect of which shall be furnished is to Agent), Borrower shall pay directly (i) increase the cost to such Lender such additional of participating in the Facility, including without limitation increased costs resulting from complying with applicable capital adequacy requirements, or (ii) reduce the amount as will compensate of any payment receivable by, or the effective return to, such Lender in respect of the Facility; such Lender may through Agent so notify Borrower, and Borrower shall from time to time upon demand (whether or not such Lender’s Participation in the Loan has been repaid) pay to Agent for the account of such Lender such amounts as such 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 such Lender’s business generally or such reduction, so long as such amounts have accrued on the manner in which or after the day which is 180 days prior extent to the date on which such Lender first made demand therefor; providedallocates capital resources, that if such Lender shall be entitled to such increased cost as it determines and certifies is fairly allocable to its Participation in the event Facility. So long as the circumstances giving rise to such costs or reductions has retroactive effectincreased cost continue, such 180 day period shall be extended to include the period of retroactive effect. Borrower may, after giving Agent not less than thirty (b30) If any Lender shall reasonably determine that any change indays’ prior written notice, 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 prepay all (whether or but not having the force of lawonly part) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which Participation in the Loan in accordance with Sections 5.3 and 5.4, and upon the giving of such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration notice 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 demand Commitment 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 effectcancelled.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Lender to any additional tax, after the Closing Dateduty or other charge with respect to its LIBOR Rate Advances, the adoption ofRevolving Note, the Term Notes or its obligation to make LIBOR Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on its LIBOR Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its LIBOR Rate Advances or regulation, or any change its obligation to make LIBOR Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Lender imposed 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 jurisdiction in which the Lender’s principal office located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including without limitation, any such requirement imposed by the Board, but excluding any such requirement to the extent included in calculating the applicable Adjusted LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, or against Letters of Credit issued by any Lender; the Lender or (ii) shall impose on any the Lender or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its LoanLIBOR Rate Advances, its Note the Revolving Note, the Term Notes or its obligation to make the LoanLIBOR Rate Advances or affecting any Letter of Credit; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such the Lender of making or maintaining the Loanany LIBOR Rate Advance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such the Lender under this Agreement or under its the Revolving Note with respect theretoor the Term Notes, then upon then, within 30 days after written notice and demand by such Lender (the Lender, which demand notice shall be accompanied by a statement setting forth describe the basis for such demand and a calculation of Regulatory Change, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such the Lender such additional amount or amounts as will compensate 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. (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 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 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 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 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.

Increased Cost. If any Regulatory Change: (a) Ifshall subject any Bank (or its Applicable Lending Office) to any tax, after duty or other charge with respect to its LIBOR Rate Advances, its Notes or its obligation to make LIBOR Rate Advances or shall change the Closing Date, basis of taxation of payment to any Bank (or its Applicable Lending Office) of the adoption of, principal of or interest on its LIBOR Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its LIBOR Rate Advances or regulation, or any change its obligation to make LIBOR Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal office or regulation 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 Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any LIBOR Rate Advance any such requirement to the extent included in calculating the applicable Adjusted LIBOR 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 any Lender; the Agent or (ii) shall impose on any Lender Bank (or its Applicable Lending Office) or the interbank LIBOR market any other condition affecting its LoanLIBOR Rate Advances, its Note Notes or its obligation to make the LoanLIBOR Rate Advances or affecting any Letter of Credit; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany LIBOR Rate Advance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoNotes, then upon then, within 30 days after demand by such Lender Bank (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, with a copy of which shall be furnished to the Agent), the Borrower shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the date on which need for, or reduce the amount of, such Lender first made demand therefor; providedcompensation and will not, that if in the event giving rise judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of 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, any Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any increased 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, reduction in amounts received 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 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 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 receivable with respect to capital adequacy) by an amount deemed by any Interest Period shall not constitute a waiver of such Lender or such controlling Person Bank's rights to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis compensation 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 any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) IfIf (i) Regulation D of the Board of Governors of the Federal Reserve System, as amended, or (ii) after the Closing Datedate hereof, the adoption of, or any change in, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any Governmental Authoritygovernmental 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: agency (a "Regulatory Change"): (i) shall subject any such Lender to any tax, duty or other charge with respect to its LIBOR Loans, the Notes or the obligation to make LIBOR Loans, or shall change the basis of taxation of payments to any such Lender of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such Lender); or (ii) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by or committed to be extended by, any Lender; such Lender or (ii) shall impose on any shall, with respect to such Lender impose, modify or deem applicable any other condition affecting its Loansuch Lender's LIBOR Loans, its Note the Notes or its such Lender's obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note any of the Notes with respect thereto, then upon demand by an amount deemed by such Lender (which demand shall to be accompanied by a statement setting forth the basis material, and if such Lender is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the amount thereof in reasonable detailLIBOR Rate, a copy then upon notice by such Lender to the Borrower, which notice shall set forth such Lender's supporting calculations and the details of which shall be furnished to Agent)the Regulatory Change, the Borrower shall pay directly to such Lender Lender, as additional interest, such additional amount or amounts as will compensate such Lender Lenders for such increased cost or such reduction, so long as such . The determination by any Lender under this Section of the additional amount or 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 be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectmanifest error. In determining such amount or amounts, the Lenders may use any reasonable averaging and attribution methods. (b) If any Lender shall reasonably determine that demands compensation under this Section, the Borrower may at 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 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 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 capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by at least one (1) Business Day's prior notice to such Lender Lender, convert their then outstanding LIBOR Loans to Prime Loans of the same type (which demand i.e., as a Reducing Revolver Loan or a Revolving Credit Loan) in an equal principal amount. Interest accrued on such LIBOR Loan prior to such conversion shall be accompanied by a statement setting forth the basis for such demand due 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 payable on or after the day which is 180 days prior to the date on which of 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 effectconversion together with any funding losses and other amounts due under Section 3.6.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change indate hereof, 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, Regulatory -------------- Change or compliance by any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency: : (i) shall subject any Bank to any tax, duty or other charge with respect to Eurodollar Advances, its Warehousing Note or its obligation to make Eurodollar Advances, or shall change the basis of taxation of payment to such Bank of the principal of or interest on Eurodollar Advances or any other amounts due under this Agreement in respect of Eurodollar Advances or its obligation to make Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Bank imposed by the laws of the United States or any jurisdiction in which such Bank's principal office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard of Governors of the Federal Reserve System, but excluding any reserve such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Bank or (ii) shall impose on any Lender Bank or on the interbank Eurodollar market any other condition affecting its LoanEurodollar Advances, its such Bank's Warehousing Note or its obligation to make the LoanEurodollar Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender Bank of making or maintaining the Loanany Eurodollar Advance, or to reduce the amount of any sum received or receivable by such Lender Bank under this Agreement or under its Note with respect theretoWarehousing Note, then upon then, within 30 days after written demand by such Lender (which demand shall be accompanied by a statement setting forth Bank, 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 Company shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided, that the Company shall not be obligated to pay any such reductionadditional amount (i) unless such Bank shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, so long as or (ii) to the extent such amounts have accrued on or after additional amount is attributable to the day which is 180 period ending 91 days prior to the date on which of the first 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. (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 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 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 notice with respect to capital adequacy) by an such Regulatory Change (the "Excluded Period"), except to the extent any amount deemed by such Lender or such controlling Person is attributable to be materialthe Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate of any Bank claiming compensation under this Section 2.06, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for such demand the charge and a calculation the method of the amount thereof in reasonable detailcomputation, a copy of which shall be furnished conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation 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 any increased costs or reductions has retroactive effect, such 180 day reduction in amounts received or receivable with respect to any period shall be extended not constitute a waiver of such Bank's rights to include the period of retroactive effectdemand compensation for any increased costs or reduction in amounts received or receivable in any subsequent period.

Increased Cost. If any Regulatory Change: -------------- (a) Ifshall subject any Bank (or its Applicable Lending Office) to any tax, after 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 Closing Date, basis of taxation of payment to any Bank (or its Applicable Lending Office) of the adoption of, principal of or interest on its Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal office or regulation 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 Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special 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, any Lender; Bank's Applicable Lending Office or (ii) shall impose on any Lender Bank (or its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Note Notes or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoNotes, then upon then, within 30 days after written demand by such Lender Bank (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, with a copy of which shall be furnished to the Agent), Borrower the Borrowers shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify Omega, so long as such amounts have accrued on or behalf of the Borrowers, and the Agent in writing of any event of which it has knowledge, occurring after the day date hereof, which is 180 days will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section, 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, any Bank may use any reasonable averaging and attribution methods. Failure on the part of 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 such Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period. No Bank shall be entitled to compensation otherwise payable under this Section 2.22 for any period more than six months prior to the date on which such Lender Bank first made demand therefor; providednotifies Omega, that if on behalf of the event giving rise to such costs or reductions has retroactive effectBorrowers, such 180 day period shall be extended to include of 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 resulting 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 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 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 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 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 effectincreased cost.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Bank to any tax, after the Closing Dateduty or other charge with respect to its Fixed Rate Advances, the adoption of, Revolving Note or its obligation to make Fixed Rate Advances or shall change the basis of taxation of payment to the Bank of the principal of or interest on its Fixed Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of Fixed Rate Advances or regulation, or any change its obligation to make Fixed Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Bank imposed 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 jurisdiction in which the Bank's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special 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; by, the Bank or (ii) shall impose on any Lender the Bank or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its LoanFixed Rate Advances, its the Revolving Note or its obligation to make the LoanFixed Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender the Bank of making or maintaining the Loanany Fixed Rate Advance, or to reduce the amount of any sum received or receivable by such Lender the Bank under this Agreement or under its Note with respect theretothe Revolving Note, then then, and in each such case, upon demand by such Lender thirty (which demand shall be accompanied by a statement setting forth 30) days notice to the basis for such demand and a calculation Borrower Representative from the Bank of the amount thereof in reasonable detailnature of such Regulatory Change, a copy of which shall be furnished to Agent), Borrower the Borrowers shall pay directly to such Lender the Bank such additional amount or amounts as will compensate such Lender the Bank for such increased cost or such reduction, so long as such amounts have accrued on or reduction for the period from and after the thirtieth (30th) day which after such notice is 180 days prior given. A certificate of the 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 date basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of the Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased 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, reduction in amounts received 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 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 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 receivable 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 demand any Interest Period shall be accompanied by not constitute a statement setting forth the basis for such demand and a calculation waiver of the amount thereof in reasonable detail, a copy of which shall be furnished Bank's rights to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation 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 any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (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 Authoritygovernmental 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 authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LoanLoans bearing interest at the LIBOR Rate, its Note or its obligation to make Loans bearing interest at the LoanLIBOR Rate; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any Loan bearing interest at the LoanLIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower shall pay directly to such Lender such additional amount as will compensate 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. (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 Authoritygovernmental 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 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 obligations hereunder to a level below that which 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 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 demand shall be accompanied by a statement certificate 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) Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in law for purposes of this Agreement (including without limitation for purposes of this Section 3.2 and for purposes of Section 3.4), regardless of the date enacted, adopted or issued.

Increased Cost. (a) IfIf (i) Regulation D or (ii) a Regulatory -------------- Change: (A) shall subject Lender to any tax, after duty or other charge with respect to the Closing DateLIBOR Loans, the adoption ofNote or its obligation to make LIBOR Loans, or any shall change in, any applicable law, rule the basis of taxation of payments to Lender of the principal of or regulation, interest on its LIBOR Loans or any change other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the interpretation or administration rate of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with tax on the interpretation or administration thereof, or compliance by any Lender with any request or directive overall net income of Lender); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (iB) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any committed to be extended by, Lender or shall, with respect to Lender impose, modify or deem applicable any other condition affecting its LoanLender's LIBOR Loans, its the Note or its Lender's obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such an amount deemed by Lender (which demand shall to be accompanied by a statement setting forth the basis material, and if Lender is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the amount thereof in reasonable detailLIBOR Rate, a copy then upon notice by Lender to Borrower, which notice shall set forth Lender's supporting calculations and the details of which shall be furnished to Agent)the Regulatory Change, Borrower shall pay directly to such Lender Lender, as additional interest, such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such . The determination by Lender under this Section of the additional amount or 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 be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectmanifest error. In determining such amount or amounts, Lender may use any reasonable averaging and attribution methods. (b) If Lender demands compensation under Section 2.11(a) above, Borrower may at 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 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 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 capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by at least three (3) Eurodollar Business Day's prior notice to Lender, convert its then outstanding LIBOR Loans to Prime Loans in an equal principal amount. Interest accrued on each such Lender (which demand LIBOR Loan prior to any such conversion shall be accompanied by a statement setting forth the basis for such demand due 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 payable on or after the day which is 180 days prior to the date on which of 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 effectconversion together with any funding losses and other amounts due under Section 2.08 and this Section 2.11.

Increased Cost. (a) If, after the Closing Date, the adoption of, or If any change in, any in applicable law, rule regulation or regulation, regulatory requirement or any change in the interpretation or administration of any applicable law, rule or regulation application thereof by any Governmental Authority, central bank governmental 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 other authority, central bank or comparable agency: shall: (i) shall subject a Lender to any Taxes with respect to its income from the Credit Facility or any part thereof, or (ii) change the basis of taxation to a Lender 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 jurisdiction of incorporation of such Lender or the domicile of the Lender’s office through which the Lender’s Commitment is made 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 (iii) impose, modify or deem applicable any reserve (including requirements or require the making of any reserve imposed by the FRB, but excluding special deposits against or in respect of any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit assets or similar requirement against assets liabilities of, deposits with or for the account of, or credit extended by loans by, any Lender; or , or (iiiv) shall impose on any Lender any other condition affecting its Loanthe Commitment or any portion of any Advance thereunder, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) the foregoing is either to increase the cost to (or to impose a cost on) such Lender of making available or maintaining the Loan, its Commitment or to reduce the amount of any sum payment received or receivable by such Lender then and in any such case if such increase or reduction in the opinion of such Lender materially affects the interests of such Lender under or in connection with this Agreement or under its Note with respect thereto, then Agreement: (a) such Lender shall notify the Borrower and the Facility Agent of the happening of such event, (b) the Borrower agrees forthwith 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 Agent), Borrower shall pay directly to such Lender such additional amount as will such Lender certifies to be necessary to compensate such Lender for such increased additional cost or such reduction, so long and (c) any such demand as such amounts have accrued on or after the day which is 180 days prior referred 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. in sub-section (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 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 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 capital adequacy) by an amount deemed this Section 12.2 may be made by such Lender at any time before or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation after any repayment 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 effectAdvances.

Increased Cost. (a) If, after the Closing Date, the adoption of, or If any change in, any in applicable law, rule regulation or regulation, regulatory requirement or any change in the interpretation or administration of any applicable law, rule or regulation application thereof by any Governmental AuthorityAuthority shall: subject any Lender, central bank Participant or comparable agency charged with the interpretation parent holding company thereof to any Taxes; or administration thereofchange the basis of taxation to any Lender, Participant or compliance the parent holding company thereof 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 Lender with governmental subdivision or other taxing authority having jurisdiction over such Lender, Participant or parent holding company thereof (unless such jurisdiction is asserted solely by reason of the activities of OSG or any request Subsidiary) or directive (whether such other jurisdiction where the Advances may be payable); or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including or capital adequacy requirements or require the making of any reserve imposed by the FRB, but excluding special deposits against or in respect of any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit assets or similar requirement against assets liabilities of, deposits with or for the account of, or credit extended by loans by, any LenderLender or Participant or the parent holding company thereof; or (ii) shall impose on any Lender or Participant or the parent holding company thereof any other condition affecting its Loan, its Note the Facility or its obligation to make the Loanany part thereof; and the result of anything described in clauses (i) above and (ii) the foregoing is either to increase the cost to (or to impose a cost on) such Lender or Participant or its parent holding company, of making available or maintaining the Loan, Facility or any 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 or receivable by such Lender under this Agreement or under Participant or its Note with respect theretoparent holding company, then upon demand by and in any such case if such increase or reduction in the opinion of such Lender (which demand or Participant materially affects the interests of such Lender or Participant or its parent holding company under or in connection with this Agreement: such Lender or Participant shall be accompanied by a statement setting forth notify the basis for such demand Borrowers and a calculation the Administrative Agent in writing of the amount thereof in reasonable detail, a copy happening of which shall be furnished such event; the Borrowers agree forthwith upon receipt of notice from such Lender or Participant as aforesaid to Agent), Borrower shall pay directly to such Lender or Participant such additional amount as will such Lender or Participant certifies to be necessary to compensate such Lender or Participant or its parent holding company for such additional cost or such reduction. Any such notice referred to in subsections (i) and (ii) of this Section 11.2 may be made by a Lender or Participant at any time before or within one (1) year after any repayment of the Facility Balance; provided, however, that before making any such demand, such Lender or Participant 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 such reductionreduction and would not, 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. (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 judgment of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such changeParticipant, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect be otherwise disadvantageous 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 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 effectParticipant.

Increased Cost. If any Regulatory Change: -------------- (a) Ifshall subject any Bank (or its Applicable Lending Office) to any tax, after 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 Closing Date, basis of taxation of payment to any Bank (or its Applicable Lending Office) of the adoption of, principal of or interest on its Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal office or regulation 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 Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special 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 Bank's Applicable Lending Office or against Letters of Credit issued by any Lender; the Agent or (ii) shall impose on any Lender Bank (or its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Note Notes or its obligation to make the LoanEurodollar Rate Advances or affecting any Letter of Credit; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany Eurodollar Rate Advance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoNotes, then upon then, within 30 days after demand by such Lender Bank (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, with a copy of which shall be furnished to the Agent), the Borrower shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. 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 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, any Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of any Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased 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, reduction in amounts received 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 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 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 receivable with respect to capital adequacy) by an amount deemed by any Interest Period shall not constitute a waiver of such Lender or such controlling Person Bank's rights to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis compensation 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 any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change indate hereof, 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, Regulatory -------------- Change or compliance by any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency: : (i) shall subject any Lender to any tax, duty or other charge with respect to Eurodollar Advances or Fixed Rate Advances, its Warehousing Note, its Working Capital Note or its obligation to make Eurodollar Advances or Fixed Rate Advances, or shall change the basis of taxation of payment to 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 such Lender imposed by the laws of the United States or any jurisdiction in which such Lender's principal office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard of Governors of the Federal Reserve System, but excluding any reserve such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Lender or (ii) shall impose on any Lender or on the interbank Eurodollar market any other condition affecting its LoanEurodollar Advances or Fixed Rate Advances, such Lender's Warehousing Note, its Working Capital Note or its obligation to make the LoanEurodollar Advances or Fixed Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loanany Eurodollar Advance or Fixed Rate Advance, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Warehousing Note with respect theretoor its Working Capital Note, then upon then, within 30 days after written demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, 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 Company shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided, that the Company shall not be obligated -------- to pay any such reductionadditional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, so long as or (ii) to the extent such amounts have accrued on or after additional amount is attributable to the day which is 180 period ending 91 days prior to the date on which 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 any Lender claiming compensation under this Section 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, such Lender first made may use any reasonable averaging and attribution methods. Failure on the part of any Lender to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day reduction in amounts received or receivable with respect to any period shall be extended not constitute a waiver of such Lender's rights to include the period of retroactive effectdemand compensation for any increased costs or reduction in amounts received or receivable in any subsequent period. (bq) If any Lender shall reasonably determine that any change in, or the adoption or phase-Section 2.08(d) is hereby amended 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 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 its entirety to read as a consequence of such Lender’s Commitments hereunder to a level below that which 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 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 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.follows:

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change indate hereof, 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, Regulatory Change or compliance by any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency: : (i) shall subject any Lender to any tax, duty or other charge with respect to LIBOR Rate Advances or Balance Funded Rate Advances, its Note, or its obligation to make LIBOR Rate Advances or Balance Funded Rate Advances, or shall change the basis of taxation of payment to such Lender of the principal of or interest on LIBOR Rate Advances or Balance Funded Rate Advances or any other amounts due under this Agreement in respect of LIBOR Rate Advances or Balance Funded Rate Advances or its obligation to make LIBOR Rate Advances or Balance Funded Rate Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the laws of the United States or any jurisdiction in which such Lender's principal office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard of Governors of the Federal Reserve System, but excluding any reserve such requirement to the extent included in the determination of calculating the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Lender or (ii) shall impose on any Lender or on the interbank LIBOR market any other condition affecting its LoanLIBOR Rate Advances or Balance Funded Rate Advances, its Note such Lender's Note, or its obligation to make the LoanLIBOR Rate Advances or Balance Funded Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loanany LIBOR Rate Advance or Balance Funded Rate Advance, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoNote, then upon then, within 30 days after written demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, 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 Borrowers shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided, that the Borrowers shall not be obligated to pay any such reductionadditional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, so long as or (ii) to the extent such amounts have accrued on or after additional amount is attributable to the day which is 180 period ending 91 days prior to the date on which 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 any Lender claiming compensation under this Section 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 computation (including a statement that such Lender first made demand therefor; provided, 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 if the event giving rise to are affected by 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 (Lender, whether or not having such Lender allocates any portion or such compensation to such other commitments or credit extensions), shall be conclusive in the force absence of law) manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure on the part of any such authority, central bank Lender to demand compensation for any increased costs or comparable agency, has reduction in amounts received or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as receivable with respect to any period shall not constitute a consequence waiver of such Lender’s Commitments hereunder 's rights to a level below that which such Lender or such controlling Person could have achieved but demand compensation for such change, adoption, 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 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 any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent period.

Increased Cost. (a) If, after If the Closing Date, the adoption introduction of, or any change in, any applicable lawApplicable Law, rule or regulation, treaty or any change official directive or regulatory requirement now or hereafter in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive effect (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower shall pay directly to such Lender such additional amount as will compensate 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. (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 application thereof by any court or by any judicial or Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or the if compliance by any Lender or any Person controlling such a Lender with any request from any central bank or directive regarding capital adequacy 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) subjects any Lender to any Tax, or changes the basis of taxation of payments due to such Lender or increases any existing Tax, on payments of principal, interest or other amounts payable by a Borrower to such authorityLender under this Agreement (in each case, central bank except for Taxes on the net income 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 such ), or (b) imposes on any 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 any other condition with respect to this Agreement (except for Taxes on the net income or capital adequacyof such Lender), and the result of Sections 7.2(a) by an amount deemed or (b) is to increase the cost to any Lender or to reduce the income receivable by such Lender in respect of a SOFR Loan or such controlling Person to be materialBA EquivalentCORRA Loan by any amount, then from time to time, 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 Agent), applicable Borrower shall pay to the Canadian Agent or the U.S. Agent, as the case may be, for the account of any such Lender, that amount which compensates such Lender for such additional amount cost or reduction in income (“Additional Compensation”) arising and calculated as will compensate 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. Upon any Lender having determined that it is entitled to Additional Compensation, it shall promptly notify the 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 such Lender or setting forth the amount of the Additional Compensation and the basis for it shall be submitted by such controlling Person for Lender to such reductionAgent and forwarded by such Agent, so long 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 amounts certificate in accordance with Section 10.8. If an Agent notifies a Borrower pursuant to this Section 7.2, such Borrower shall have accrued on or after the day which is 180 days right, upon written irrevocable notice to that effect delivered to such Agent at least ten (10) Business Days prior to the end of such Interest Period, to repay or convert such Lender’s Participation in any such SOFR Loan or XXXXX Loan in full, together with payment of accrued interest and the Additional Compensation to the date on of payment, to U.S. Base Rate Loans or Prime Rate Loans which such Lender first made demand therefor; provideddo not suffer the same defect or U.S. Prime Rate Loans, that if as the event giving rise to such costs case may be, denominated in U.S.$ or reductions has retroactive effectCdn.$, such 180 day period shall be extended to include the period of retroactive effectas applicable.

Increased Cost. (a) If, after the Closing Date, the adoption of, or If any change in, any in applicable law, rule regulation or regulationregulatory requirement, any guideline, request or directive by any central bank or any change governmental or other authority or in the interpretation or administration of any applicable law, rule or regulation application thereof by any Governmental Authoritygovernmental or other authority, central bank shall: (a) subject a Lender to any Taxes with respect to its income from the Credit Facility or comparable agency charged with the interpretation or administration any part thereof, or (b) change the basis of taxation to a Lender of payments of principal or compliance interest or any other payment due or to become due pursuant to this Agreement (other than a change in the basis effected by the jurisdiction of incorporation of such Lender or the domicile of the Lender’s office through which the Lender’s Commitment is made or any governmental subdivision or other taxing authority having jurisdiction over such Lender with (unless such jurisdiction is asserted solely by reason of the activities of the Borrower or any request of the Subsidiaries) or directive such other jurisdiction where the Credit Facility may be payable), or (whether or not having the force of lawc) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including requirements or require the making of any reserve imposed by the FRB, but excluding special deposits against or in respect of any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit assets or similar requirement against assets liabilities of, deposits with or for the account of, or credit extended by loans by, any Lender; or , or (iid) shall impose on any Lender any other condition affecting its Loanthe Commitment or any portion of any Advance thereunder, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) the foregoing is either to increase the cost to (or to impose a cost on) such Lender of making available or maintaining the Loan, 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 its Note with respect thereto, then Agreement: (i) such Lender shall notify the Borrower and the Administrative Agent of the happening of such event, (ii) the Borrower agrees forthwith 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 Agent), Borrower shall pay directly to such Lender such additional amount as will such Lender certifies to be necessary to compensate such Lender for such increased additional 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.and (biii) 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 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 demand as a consequence of such Lender’s Commitments hereunder is referred to a level below that which 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 capital adequacy) by an amount deemed this Section 12.2 may be made by such Lender at any time before or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation after any repayment of the amount thereof Advances. For the avoidance of doubt, this Section 12.2 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in reasonable detail, a copy connection with the implementation of which shall be furnished to Agentthe Xxxx-Xxxxx Xxxx 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), 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 regardless of the date on which such Lender first made demand therefor; providedadopted, that if the event giving rise to such costs issued, promulgated or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectimplemented.

Increased Cost. (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 Authoritygovernmental 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 authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4Rate), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LoanLIBOR Loans, its Note or its obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower shall pay directly to such Lender such additional amount as will compensate 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. (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 Authoritygovernmental 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 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 obligations hereunder or under any Letter of Credit to a level below that which 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 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 demand shall be accompanied by a statement certificate 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.

Increased Cost. If any Regulatory Change: (a) Ifshall subject any Bank (or its Applicable Lending Office) to any tax, after duty or other charge with respect to its Eurodollar Rate Advances, its Revolving Note or its obligation to make Eurodollar Rate Advances or shall change the Closing Date, basis of taxation of payment to any Bank (or its Applicable Lending Office) of the adoption of, principal of or interest on its Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal office or regulation 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 Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special 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, any Lender; Bank's Applicable Lending Office or (ii) shall impose on any Lender Bank (or its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Revolving Note or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoRevolving Note, then upon then, within 30 days after demand by such Lender Bank (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, with a copy of which shall be furnished to the Agent), the Borrower shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. 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 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, any Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of any Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased 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, reduction in amounts received 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 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 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 receivable with respect to capital adequacy) by an amount deemed by any Interest Period shall not constitute a waiver of such Lender Bank's rights to demand compensation for any increased costs or such controlling Person to be material, then from time to time, upon demand by such Lender reduction in amounts received or receivable in any subsequent Interest Period (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 180 days prior subject to the date on which such Lender first made demand therefor; provided, that if limitation contained in 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 effectthird preceding sentence).

Increased Cost. (a) If, after the Closing Date, the adoption of, or If any change in, any applicable law, rule or regulation, or any change Change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: Law shall: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by by, any Lender; or Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); (ii) shall impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender; or (iii) subject any Lender 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 Loanloans, its Note loan principal, commitments or other obligations, or its obligation to make the Loandeposits, reserves, other liabilities or capital attributable thereto; and the result of anything described in clauses (i) above and (ii) is any of the foregoing shall be to increase the cost to (or to impose a cost on) such Lender of making or maintaining the any Loan (or of maintaining its obligation to make any such Loan, ) or to reduce the amount of any sum received or receivable by such Lender under this Agreement hereunder (whether of principal, interest or under its Note with respect theretootherwise), in each case by an amount deemed by that Lender in good faith to be material, then 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 Agent), Borrower shall will pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost additional costs incurred 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 effectreduction suffered. (b) If any Lender shall reasonably determine determines that any change inChange in Law regarding capital, liquidity requirements 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 other requirements of law) of any such authority, central bank or comparable agency, law has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such controlling PersonLender’s capital holding company, if any, as a consequence of this Agreement, or the Loans made by such Lender’s Commitments hereunder Lender to a level below that which such Lender or such controlling Person Lender’s holding company could have achieved but for such change, adoption, phase-Change in or compliance Law (taking into consideration such Lender’s or policies and the policies of such controlling PersonLender’s policies holding company including those with respect to capital adequacy) ), in each case by an amount deemed by such that Lender or such controlling Person in good faith to be material, then from time to timetime the Borrower will, upon demand without duplication of payments required to be made 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 detailBorrower pursuant to Section 2.18 hereof, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling Person Lender’s holding company for any such reductionreduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, so long as the case may be, as specified in paragraph (a) or (b) of this Section and setting forth the basis for the determination thereof, together with supporting calculations, shall be delivered to the Borrower and shall be conclusive absent manifest error. In determining such amounts have accrued amount or amounts, such Lender shall act reasonably and in good faith, and may use any reasonable averaging and attribution methods. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (d) Failure or after delay on the day which is part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date on which that such Lender first made demand notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, that further that, if the event Change in Law giving rise to such increased costs or reductions has retroactive effectis retroactive, such 180 then the 180-day period referred to above shall be extended to include the period of retroactive effecteffect thereof.

Increased Cost. If (a) If, Regulation D or (b) after the Closing Datedate hereof, the adoption of, or any change in, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender 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: agency (a “Regulatory Change”): (i) shall subject Bank to any tax, duty or other charge with respect to the LIBOR Loans, the Note or its obligation to make LIBOR Loans, or shall change the basis of taxation of payments to Bank of the principal of or interest on the LIBOR Loans or any other amounts due under this Agreement in respect of the LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of Bank imposed by the jurisdiction under the laws of which Bank is organized or any political subdivision thereof); or (ii) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination The Board of Governors of the LIBOR Rate pursuant to Section 2.4Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) committed to be extended by, Bank or shall impose on any Lender impose, modify or deem applicable any other condition affecting its Loanthe LIBOR Loans, its the Note or its Bank’s obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender Bank of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender Bank under this Agreement or under its the Note with respect thereto, then upon demand by such Lender (which demand shall an amount deemed by Bank to be accompanied by a statement setting forth the basis material, and if Bank is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to “LIBOR Reserve Percentage” in the calculation of the amount thereof LIBOR Rate, then upon notice by Bank to Borrower, which notice shall set forth Bank’s supporting calculations in reasonable detail, a copy detail and the details of which shall be furnished to Agent)the Regulatory Change, Borrower shall pay directly to such Lender Bank, as additional interest, such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction, so long as such . The determination by Bank under this Section of the additional amount or 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 be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder 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 conclusive in the interpretation absence of manifest error. In determining such amount or administration thereof by amounts, Bank may use 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 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 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 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 demand shall be accompanied by a statement setting forth the basis for such demand reasonable averaging 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 effectattribution methods.

Increased Cost. (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 any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) agency shall impose on any Lender any other condition affecting its LoanLIBOR Loans, its Note or its obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower and Co-Borrower shall pay directly to such Lender such additional amount as will compensate 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. (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 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 obligations hereunder to a level below that which 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 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 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.

Increased Cost. (a) If, If (i) Regulation D or (ii) after the Closing Datedate hereof, the adoption of, or any change in, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any Governmental Authoritygovernmental 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: agency (ia "Regulatory Change"): (A) shall subject Lender to any tax, duty or other charge with respect to the LIBOR Loans, the Revolving Credit Note or its obligation to make LIBOR Loans, or shall change the basis of taxation of payments to Lender of the principal of or interest on the LIBOR Loans or any other amounts due under this Agreement in respect of the LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of Lender); or (B) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any committed to be extended by, Lender or shall, with respect to Lender impose, modify or deem applicable any other condition affecting its Loanthe LIBOR Loans, its the Revolving Credit Note or its Lender's obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its the Revolving Credit Note with respect thereto, then upon demand by such an amount deemed by Lender (which demand shall to be accompanied by a statement setting forth the basis material, and if Lender is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the amount thereof in reasonable detailLIBOR Rate, a copy then upon notice by Lender to Borrowers, which notice shall set forth Lender's supporting calculations and the details of which the Regulatory Change, Borrowers shall be furnished to Agent)jointly and severally pay Lender, Borrower shall pay directly to such Lender as additional interest, such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such . The determination by Lender under this Section of the additional amount or 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 be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder 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 conclusive in the interpretation absence of manifest error. In determining such amount or administration thereof by amounts, Lender may use 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 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 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 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 demand shall be accompanied by a statement setting forth the basis for such demand reasonable averaging 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 effectattribution methods.

Increased Cost. (a) IfIf any Regulatory Change: (i) shall subject any Bank to any tax, after the Closing Dateduty or other charge with respect to this Agreement, the adoption ofany Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans made by it or shall change in, the basis of taxation of payments to any applicable law, rule Bank or regulationany Issuing Bank in respect thereof (of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the interpretation rate of, any Excluded Tax payable by or administration of any applicable law, rule with respect to amounts payable to such Bank or regulation by any Governmental Authority, central bank such Issuing 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 authority, central bank or comparable agency: (iii) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit deposit, capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by or committed to be extended or participated in by, any Lender; Bank (except the Reserve Requirement reflected in the LIBOR Rate) or any Issuing Bank or (iiiii) shall impose on shall, with respect to any Lender Bank, any Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting its Loan, its Note this Agreement or its obligation to make the Loansuch Bank’s LIBOR Loans or any Letter of Credit or participation therein; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender Bank of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the Loancost to such Bank or such Issuing Bank of participating in, issuing or 40 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 such Lender Bank under this Agreement or under its Note with respect theretoAgreement, then upon demand notice by such Lender (Bank or such Issuing Bank to the Administrative Agent and Borrower, which demand notice shall be accompanied by a statement setting set forth such Bank’s supporting calculations and the basis for such demand and a calculation details of the amount thereof in reasonable detail, a copy Requirements of which shall be furnished to Agent)Law, Borrower shall pay directly to such Lender Bank or such Issuing Bank, as the case may be, as additional interest, such additional amount or amounts as will compensate such Lender Bank or such Issuing Bank for such increased cost or such reduction, so long as such . The determination by any Bank under this Section of the additional amount or 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 be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder 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 conclusive in the interpretation absence of manifest error. In determining such amount or administration thereof by amounts, the Banks may use 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 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 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 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 demand shall be accompanied by a statement setting forth the basis for such demand reasonable averaging 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 effectattribution methods.

Increased Cost. (a) If, after the Closing Date, the adoption of, or If by reason of (a) changes in any change in, any applicable 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 any applicable law, rule (a) or regulation (b) above by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofgovernmental authority, or (d) compliance by any Lender with any directive or request or directive (including Basel rules) from any governmental authority (whether or not having the force of law) of any such authority, central bank or comparable agency: ); (i) shall impose, modify or deem applicable any reserve a Lender incurs a cost as a result of it having entered into this Agreement and/or performing the obligations hereunder; or (including any reserve imposed by the FRB, but excluding any reserve included ii) there is an increase in 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 the Lender’s intention to 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 LIBOR Rate pursuant amount of compensation to Section 2.4)be made under this clause 14.2 shall, special deposit or similar requirement against assets ofabsent manifest error, deposits with or for be conclusive. The Borrower shall be entitled to prepay the account ofFacilities, or credit extended by a portion thereof, in accordance with clause 11.1 at any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result time following receipt of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) notice from such Lender of making or maintaining as aforesaid on giving not less than fifteen (15) Banking Days’ irrevocable written notice. In such event the Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower shall pay directly to such Lender such additional amount as will nevertheless compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after requested indemnification for the day which is 180 days prior period up to and including 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 effectprepayment. (b) If any Lender shall reasonably determine that is required to comply with any change in, or the adoption or phase-capital allocation requirements which would result 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 increased costs for such Lender with any request or directive regarding capital adequacy pursuant to clause (whether or not having the force of lawa) of above, then any such authority, central bank cost or comparable agency, has or would have liability shall be payable by the effect of reducing the rate of return on Borrower to such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which 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 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 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.

Increased Cost. (a) If, If (i) Regulation D or (ii) after the Closing Datedate hereof, the adoption of, or any change in, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any Governmental Authoritygovernmental 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: agency (ia "Regulatory Change"): (A) shall subject any Lender to any tax, duty or other charge with respect to its LIBOR Loans, its Notes or its obligation to make LIBOR Loans, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such Lender); or (B) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on committed to be extended by, any Lender or shall, with respect to any Lender impose, modify or deem applicable any other condition affecting its Loansuch Lender's LIBOR Loans, its Note such Lender's Notes or its such Lender's obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under any of its Note Notes with respect thereto, then upon demand by an amount deemed by such Lender (which demand shall to be accompanied by a statement setting forth the basis material, and if such Lender is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the amount thereof LIBOR Rate, then upon notice by such Lender to the Company and XxXxxxx Electronics, which notice shall be sent by such Lender promptly after such Lender becomes aware of such increased cost or reduction and which notice shall set forth such Lender's supporting calculations in reasonable detaildetail and the details of the Regulatory Change, a copy of which shall be furnished to Agent), Borrower the Company and XxXxxxx Electronics shall pay directly to such Lender Lender, as additional interest, such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such . The determination by any Lender under this Section of the additional amount or 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 be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectdemonstrable error. In determining such amount or amounts, the Lenders may use any reasonable averaging and attribution methods. (b) If any Lender shall reasonably determine that demands compensation under Section 2.17(a) above, the Company and/or XxXxxxx Electronics may at 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 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 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 capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by at least three (3) Eurodollar Business Day's prior notice to such Lender Lender, convert its then outstanding LIBOR Loans to Base Rate Loans of the same type (which demand i.e., a Revolving Credit Base Rate Loan or a Term Base Rate Loan) in an equal principal amount. Interest accrued on each such LIBOR Loan prior to any such conversion shall be accompanied by a statement setting forth the basis for such demand due 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 payable on or after the day which is 180 days prior to the date on which of 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 effectconversion together with any funding losses and other amounts due under Section 2.14 and this Section 2.17.

Increased Cost. From time to time upon notice to the Borrowers from a Lender (a) If, after the Closing Datewith a copy to Agent), the adoption ofBorrowers shall pay to Agent, for the account of the applicable Lender, such amounts as any Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining any LIBOR Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Lender under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change inafter the date of this Agreement in U.S. federal, any applicable lawstate, rule or regulationmunicipal, or any change in foreign laws or regulations (including Regulation D), or the interpretation adoption or administration making after such date of any applicable lawinterpretations, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofdirectives, or compliance by any requirements applying to a class of banks including such Lender with any request of or directive under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“Regulatory Change”), which: (a ) changes the basis of taxation of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant amounts payable to Section 2.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with respect theretoor other liabilities of, then upon demand by such Lender (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (c) imposes any other condition affecting this Agreement or such Lenders Note (or any of such extensions of credit or liabilities). Such Lender will notify the Borrowers (with a copy to Agent) of any event occurring after the date of this Agreement which demand shall be accompanied will entitle such Lender to compensation pursuant to this Section 2.12 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. -23- Determinations by a statement setting forth the basis any Lender for such demand and a calculation purposes of this Section 2.12 of the amount thereof effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in reasonable detailrespect of Loans, a copy and of which shall be furnished the additional amounts required to Agent), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reductionin respect of any Additional Costs, 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 effectconclusive, provided that such determinations are made on a reasonable basis. (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 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 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 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 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.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Bank to any tax, after the Closing Dateduty or other charge with respect to Eurodollar Rate Advances, the adoption ofNote or its obligation to make Eurodollar Rate Advances, or any shall change in, any applicable law, rule the basis of taxation of payment to the Bank of the principal of or regulation, interest on Eurodollar Rate Advances or any change 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 interpretation rate of tax on the overall net income of the Bank imposed by the laws of the United States or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with jurisdiction in which the interpretation or administration thereof, or compliance by any Lender with any request or directive Bank's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including any reserve such requirement imposed by the FRBBoard, but excluding any reserve Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Bank or (ii) shall impose on any Lender the Bank or on the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Note the Notes or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender the Bank of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender the Bank under this Agreement or under its Note with respect theretoeither Note, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Bank, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Company shall pay directly to such Lender the Bank such additional amount or amounts as will compensate such Lender the Bank for such increased cost or such reduction. The Bank will promptly notify the Company of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle the Bank to compensation pursuant to this Section. A certificate of the date 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 Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of the Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased 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, reduction in amounts received 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 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 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 receivable 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 demand any Interest Period shall be accompanied by not constitute a statement setting forth the basis for such demand and a calculation waiver of the amount thereof in reasonable detail, a copy of which shall be furnished Bank's rights to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation 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 any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If, after the Closing Datedate hereof (or with respect to any Lender, if later, the adoption date on which such Lender becomes a Lender), the introduction of, or any change in, any applicable law, rule or regulation, or any change in or the interpretation or administration implementation of any applicable law, rule regulation, treaty, official directive or regulation by any Governmental Authority, central bank regulatory requirement now or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive hereafter in effect (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), Borrower shall pay directly to such Lender such additional amount as will compensate 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. (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 application thereof by any court or by any judicial or Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or the if compliance by any Lender or any Person controlling such Lender with any request from any central bank or directive regarding capital adequacy other fiscal, monetary or other authority (whether or not having the force of law) (individually, a “Circumstance”): (a) subjects a Lender to any Tax, or changes the basis of taxation of payments due to a Lender or increases any existing Tax, on payments of principal, interest or other amounts payable by any Loan Party to a Lender under this Agreement (excluding for purposes of this Section 10.2 any Taxes which are covered by Section 6.3); (b) imposes, modifies or deems applicable any reserve, special deposit, capital adequacy, liquidity, regulatory or similar requirement against assets or liabilities held by a Lender, or deposits of or for the account of a Lender, or loans by a Lender, or any other acquisition of funds for loans by a Lender or commitments by a Lender to fund loans; or (c) imposes on a Lender any other condition with respect to this Agreement; and the result thereof in the sole determination of such Lender acting reasonably and in good faith, is to increase the cost to such Lender or to reduce the income or return receivable by such Lender in respect of any such authority, central bank Borrowing or comparable agency, has Commitment Fees payable pursuant to Section 5.5 or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence in respect of such Lender’s Commitments hereunder commitment to a level below that which lend hereunder, 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 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 demand shall be accompanied by a statement setting forth promptly notify the basis for such demand Agent. The Agent shall promptly notify the Borrower and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to the Agent for the benefit of such Lender that amount which compensates such Lender for such additional amount as will compensate cost or reduction in income (except to the extent such increase in costs or reduction in income is reflected in or recovered by an increase in the Base Rate) (“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 controlling Person increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. The Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 10.2 for such reduction, so long as such amounts have accrued on or after any period prior to the day which date that is 180 days three months prior to the date on which the Agent, on behalf of such Lender, gives notice to the Borrower that such Additional Compensation is so accruing. A certificate by a duly authorized officer of such Lender first made demand therefor; provided(prepared in good faith) setting forth the amount of the Additional Compensation and the basis for it must be submitted by the Agent to the Borrower and is prima facie evidence of the amount of the Additional Compensation. If the Agent notifies the Borrower that Additional Compensation is owed, that if the event giving rise Borrower shall have the right to make payment in full to the Agent for the account of such costs Lender 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 reductions has retroactive effect, to convert such 180 day period shall be extended 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 include the period of retroactive effect.the

Increased Cost. (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 thereofthereof (provided that notwithstanding anything herein to the contrary, the Dxxx-Fxxxx Xxxx 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 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 comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LoanLIBOR Rate; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LoanLIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then 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 Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. 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 shall reasonably determine that any change after the 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 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 obligations hereunder to a level below that which 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 capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of 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 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 one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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 such Lender pursuant to this Section 3.2 would be materially reduced and 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 requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive absent manifest error.

Increased Cost. (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, Regulatory 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 such authorityGovernmental Authority, central bank bank, or comparable agency: : (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Libor Balances or IBOR Balances, its Note, or its obligation to make Libor Balances or IBOR Balances available to the Borrower, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Libor Balances or IBOR Balances (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office, or is doing business); (ii) shall impose, modify modify, or deem applicable any reserve reserve, special deposit, assessment, or similar requirement (including any reserve imposed by other than the FRB, but excluding any reserve included Eurodollar Reserve Percentage utilized in the determination of the LIBOR Libor Rate pursuant or the IBOR Rate) relating to Section 2.4), special deposit any extensions of credit or similar requirement against other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended by any Lenderits Applicable Lending Office), including the Commitment of such Lender hereunder; or or (iiiii) shall impose on any such Lender (or its Applicable Lending Office), the London interbank market, or the offshore interbank market (with respect to the IBOR Rate) any other condition affecting its Loan, this Agreement or its Note or its obligation to make the Loanany of such extensions of credit or liabilities or commitments; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Lender (or to impose a cost onits Applicable Lending Office) such Lender of making making, Converting into, Continuing, or maintaining the Loan, any Libor Balances or IBOR Balances or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto any Libor Balances or IBOR Balances, then 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 Agent), Borrower shall pay directly to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 5.1(a), the Borrower may, by notice to such reduction, so long as such amounts have accrued on or after the day which is 180 days prior Lender (with a copy to the date on which Agent), suspend the obligation of such Lender first made demand therefor; providedto make or maintain Libor Balances or IBOR Balances, that if or to Convert any portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such costs or reductions has retroactive effect, such 180 day period request ceases to be in effect (in which case the provisions of Section 5.4 shall be extended to include applicable); provided that such suspension shall not affect the period right 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 to receive the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which 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 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 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, compensation 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 effectrequested.

Increased Cost. From time to time upon 30 days' prior notice to the Borrower from a Bank (a) If, after with a copy to the Closing DateAdministrative Agent), the adoption of, or any change in, any applicable law, rule or regulation, or any change in Borrower shall pay to the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or Administrative Agent for the account of, of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or credit extended by maintaining any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Change in Law after the LoanEffective Date which: (1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); and or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the result definition of anything described in clauses LIBOR Rate); or (i3) above and (ii) is to increase the cost to imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities); provided, that the Borrower shall not be required to impose pay any Taxes that it is not required to pay pursuant to Section 2.19. Such Bank will notify the Borrower (with a cost oncopy to the Administrative Agent) of any event occurring after the Effective Date which will entitle such Lender Bank to compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.17 of the effect of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the Loan, or additional amounts required to reduce the amount compensate any such Bank in respect of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoAdditional Costs, then upon demand by such Lender (which demand shall be accompanied by conclusive, provided that such determinations are made on a statement setting forth the basis for such demand and a calculation reasonable basis. The provisions of the amount thereof in reasonable detail, a copy this Section 2.17 shall survive termination of which shall be furnished to Agent), Borrower shall pay directly to such Lender such additional amount as will compensate 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. (b) If any Lender shall reasonably determine that any change in, or the adoption or phasethis Agreement. Risk-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 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 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 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 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.Based Capital

Increased Cost. (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 thereofthereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx 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 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 comparable agency: (i) shall impose, modify or deem applicable any reserve (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 or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LoanLIBOR Rate; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LoanLIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under any of its Note Notes with respect thereto, then 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 Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in. For the avoidance of doubt, 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 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 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 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 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.this clause