Common use of Increased Cost Clause in Contracts

Increased Cost. If, as a result of (a) any change in, or in the interpretation or application of, or the introduction of, any law or any regulation, request or requirement (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as of the date of this Agreement) of the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" or any amendatory or substitute agreement thereof, or (b) compliance by the Lender with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender habitually complies) or (c) any other set of circumstances affecting the Lender: (a) the cost to the Lender of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender is imposed; and/or (b) subject the Lender to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the Lender) in respect of any payments to the Lender under this Agreement or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender under any of the Security Documents is reduced; and/or (d) the Lender's rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's obligations under any of the Security Document is reduced; and/or (e) require the Lender to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.8) the Borrower shall pay to the Lender, from time to time, upon demand, such additional moneys as shall indemnify the Lender for any increased or additional cost, reduction, payment, foregone return or loss whatsoever.

Increased Cost. If, as a result of (a) after the date hereof, the introduction of, any change in, or in the interpretation or application of, or the introduction implementation of, any law Applicable Law (including any capital adequacy requirement) (other than any taxes on the overall net income of a Lender or any upon the overall capital of a Lender), regulation, request treaty or requirement official directive now or hereafter in effect (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out any change in the statement (as in effect as of interpretation or application thereof by any court or by any judicial or Governmental Authority charged with the date of this Agreement) of the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" interpretation or any amendatory or substitute agreement administration thereof, or (b) if compliance by the any Lender with any request from any applicable fiscal central bank or other fiscal, monetary or other authority (whether or not having the force of law butlaw) (individually, if not having a "Circumstance"): (a) subjects a Lender to any Tax, changes the force basis of lawtaxation of payments due to a Lender or increases any existing Tax, on payments of principal, interest or other amounts payable by the Borrower to a Lender under this Agreement; (b) imposes, modifies or deems applicable any reserve, special deposit, capital adequacy, 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 obligations of a Lender in respect of bankers' acceptances accepted by such Lender or letters of credit or letters of guarantee issued by such Lender; or (c) imposes on a Lender any other condition with which respect to this Agreement; and the Lender habitually compliesresult of (a), (b) or (c) any other set is, in the sole determination of circumstances affecting the Lender: (a) such Lender acting reasonably and in good faith, to increase the cost to such Lender or to reduce the income receivable by such Lender of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender is imposed; and/or (b) subject the Lender to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the Lender) in respect of any payments a Borrowing, such Lender shall promptly notify the Agent. Notwithstanding anything herein to the Lender under this Agreement contrary, (i) the Xxxx Xxxxx Wall 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, Canadian or other regulatory authorities, in each case pursuant to Basel III ((i) and (ii) being, the "New Rules"), shall in each case be deemed to be a "change in law" for the purposes of this Section 11.2, regardless of the other Security Documents is changed; and/or (c) the amount payable date enacted, adopted or the effective return to the Lender under any of the Security Documents is reduced; and/or (d) the Lender's rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's obligations under any of the Security Document is reduced; and/or (e) require the Lender to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposesissued, then and in each case (subject i) to Clause 12.8the extent materially different from that in effect on the date hereof and (ii) to the extent that such New Rules have general application to substantially all of the banks within the jurisdiction in which such Lender operates. The Agent shall promptly notify the Borrower and the Borrower shall pay to the Lender, Agent for the benefit of such Lender from time to timetime that amount which compensates such Lender for such additional cost or reduction in income from time to time ("Additional Compensation") on the next Libor Interest Date in the case of a Libor Loan, on the next date of issuance of any Bankers' Acceptances or Letters of Credit or on the next Interest Date in any other case (and each successive Libor Interest Date, date of issuance or Interest Date, if applicable), provided that the Borrower shall not be obligated to pay any such Additional Compensation unless such Lender is generally claiming similar compensation from other customers in similar circumstances, and the Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 11.2 for any period prior to the date which is three (3) 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, provided that, if the circumstances giving rise to such claim have a retroactive effect, then such three (3) month period shall be extended to involve the period of such retroactive effect. A photocopy of the relevant law, regulation, treaty, official directive or regulatory requirement (or, if it is impracticable to provide a photocopy, a written summary of the same) and a certificate by a duly authorized officer of such Lender (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, the Borrower shall pay such Additional Compensation to the Agent for the account of such Lender and the Borrower shall have the right, upon demand, written irrevocable prior notice of at least three (3) Business Days to the Agent to make payment in full to the Agent for the account of such additional moneys as shall indemnify Lender in respect of the Lender for any increased applicable Borrowing on the date specified in such notice together with accrued but unpaid interest and fees in respect of such Borrowing or additional cost, reduction, payment, foregone return or loss whatsoeverto convert such Borrowing into another basis of Borrowing available under this Agreement.

Increased Cost. If, as a result of (a) any change in, in or in the interpretation of any law, regulation or application of, or the introduction of, any law or any regulation, request or requirement official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits by any governmental authority in any country the laws or other banking or monetary controls or requirements regulations of which affects are applicable on the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as of the date of this Agreement) of the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" or any amendatory or substitute agreement thereofBank, or (b) compliance by the Lender Bank with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender Bank habitually complies) or (c) any other set of circumstances affecting the Lender:Bank including (without limitation) those relating to Taxation, stock or capital adequacy, any type of liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements (except to the extent included in the Mandatory Cost) which affects the manner in which the Bank allocates capital resources to its obligations hereunder (including (without limitation) those resulting from the implementation of or compliance with any amendment of the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basle Committee on Banking Supervision (July 1988, as amended) or any amendatory or substitute agreement thereof including, without limitation, the proposed new Basle Capital Accord (Basle II) or any law or regulation which implements Basle II): (a) the cost to the Lender Bank of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender Bank is imposed; and/or (b) subject the Lender Bank to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the LenderBank) in respect of any payments to the Lender Bank under this Agreement or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender Bank under any of the Security Documents is reduced; and/or (d) the Lender's Bank’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's Bank’s obligations under any of the Security Document is reduced; and/or (e) require the Lender Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.812.6) the Borrower shall pay to the LenderBank, from time to time, upon demand, such additional moneys as shall indemnify the Lender Bank for any increased or additional cost, reduction, payment, foregone return or loss whatsoever.

Increased Cost. If, as a result of (a) any change in, in or in the interpretation of any law, regulation or application of, or the introduction of, any law or any regulation, request or requirement official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits by any governmental authority in any country the laws or other banking or monetary controls or requirements regulations of which affects are applicable on the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as of the date of this Agreement) of the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" or any amendatory or substitute agreement thereofBank, or (b) compliance by the Lender Bank with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender Bank habitually complies) or (c) any other set of circumstances affecting the Lender:Bank including (without limitation) those relating to Taxation, stock or capital adequacy, any type of liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements (except to the extent included in the Mandatory Cost) which affects the manner in which the Bank allocates capital resources to its obligations hereunder (including (without limitation) those resulting from the implementation of or compliance with any amendment of the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basle Committee on Banking Supervision (July 1988, as amended) or any amendatory or substitute agreement thereof including, without limitation, the proposed new Basle Capital Accord (Basle II) or any law or regulation which implements Basle II): (a) the cost to the Lender Bank of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender Bank is imposed; and/or (b) subject the Lender Bank to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the LenderBank) in respect of any payments to the Lender Bank under this Agreement or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender Bank under any of the Security Documents is reduced; and/or (d) the Lender's Bank’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's Bank’s obligations under any of the Security Document is reduced; and/or (e) require the Lender Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.8) the Borrower Borrowers shall pay to the LenderBank, from time to time, upon demand, such additional moneys as shall indemnify the Lender Bank for any increased or additional cost, reduction, payment, foregone return or loss whatsoever.

Increased Cost. If, as a If the result of (a) any change in, or in the interpretation or application of, or the introduction of, any law or any regulation, directive, request or requirement (whether or not having the force of law, but, if not having the force of law, with which the Lender Bank or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, any type of liquidity, reserve assets, cash ratio deposits and special deposits deposits, or other banking or monetary controls or requirements which affects affect the manner in which the Lender Bank allocates capital resources to its obligations hereunder and those (including, but not limited towithout limitation, "Basel III") which shall replacethose resulting from the implementation or application of or compliance with any amendment of the “International Convergence of Capital Measurement and Capital Standards, amend and/or supplement a Revised Framework” published by the provisions set out Basle Committee on Banking Supervision in June 2004 as implemented in the statement European Union by the Capital Requirements Directive (as in effect as of the date of this Agreement2006/48/EC and 2006/49/EC) of the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" or any amendatory or substitute agreement thereofin respect thereof including, or without limitation, the proposed new Basle Capital Accord (b) compliance by the Lender with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender habitually complies“Basle III”) or (c) any other set of circumstances affecting the Lenderlaw or regulation which implements Basel II) is to: (a) the cost to the Lender of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender is imposed; and/or (b) subject the Lender Bank to Taxes or change the basis of Taxation of the Bank with respect to any payment under any of the Security Documents (other than Taxes or Taxation on the overall net income income, profits or gains of the Lender) Bank imposed in respect of any payments to the Lender jurisdiction in which its principal or lending office under this Agreement is located); and/or (b) increase the cost to, or any of impose an additional cost on, the other Security Documents is changedBank or its holding company in making or keeping available the Commitment or maintaining or funding the Loan; and/or (c) reduce the amount payable or the effective return to the Lender Bank under any of the Security Documents is reducedDocuments; and/or (d) reduce the Lender's Bank’s or its holding company’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's Bank’s obligations under any of the Security Document is reducedDocuments; and/or (ea) require the Lender Bank or its holding company to make a payment or forgo a return on or calculated by references reference to any amount received or receivable by it the Bank under any of the Security Documents is requiredDocuments; and/or (fe) require the Lender Bank to incur or sustain a loss (including a any loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.812.6) the Borrower shall pay to the LenderBank, from time to time, upon demand, such additional moneys as shall indemnify the Lender Bank for any increased or additional cost, reduction, payment, foregone return or loss whatsoever.

Increased Cost. If, as a result of (a) If (i) Regulation D or (ii) after the date hereof, the adoption of any applicable law, rule or regulation, or any change intherein, or any change in the interpretation or application ofadministration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any one or more of the introduction of, Banks with any law or any regulation, request or requirement directive (whether or not having the force of law) of any such authority, butcentral bank or comparable agency (a "Regulatory Change"): (A) shall subject any such Bank to any tax, if not having the force of law, duty or other charge with which the Lender or, as the case may berespect to its Fixed Rate Loans, its holding company habitually complies), including (without limitation) those relating Note or its obligation to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits make Fixed Rate Loans or other banking or monetary controls or requirements which affects the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as of the date of this Agreement) of the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" or any amendatory or substitute agreement thereof, or (b) compliance by the Lender with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender habitually complies) or (c) any other set of circumstances affecting the Lender: (a) the cost to the Lender of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender is imposed; and/or (b) subject the Lender to Taxes or change the basis of Taxation taxation of payments to any such Bank of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (other than Taxes or Taxation except for changes in the rate of tax on the overall net income of any such Bank imposed by the Lenderjurisdiction in which such Bank's principal executive office is located); or (B) in respect shall impose, modify or deem applicable any reserve (including, without limitation, any 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 be extended by, any such Bank or shall impose on any such Bank or on the United States market for certificates of deposit or the interbank market for Eurocurrency deposits any other condition affecting any such Bank's Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans; and the result of any payments of the foregoing is to increase the Lender cost to (or in the case of Regulation D, to impose a cost on) any Bank of making or maintaining any Fixed Rate Loan or to reduce the amount of any sum received or receivable by any Bank under this Agreement or any under its Note with respect thereto, by an amount deemed by such Bank to be material, and if such Bank is not otherwise fully compensated for such cost or reduction by virtue of the other Security Documents is changed; and/orinclusion of the reference to "Reserve Percentage" in the calculation of the interest rate applicable to Fixed Rate Loans, then, within 15 days after demand by such Bank, the Company shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify the Agent, who in turn shall promptly notify the Company of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. A certificate of such Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. Upon reasonable request of the Company, each Bank claiming additional compensation under this Section shall provide to the Company additional information with respect to the determination of such additional amount or amounts. In determining such amount or amounts, Banks may use any reasonable averaging and attribution methods. (cb) If any Bank demands compensation under this Section, the amount payable or the effective return to the Lender under Company may at any of the Security Documents is reduced; and/or (d) the Lender's rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's obligations under any of the Security Document is reduced; and/or (e) require the Lender to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.8) the Borrower shall pay to the Lender, from time to time, upon demandat least two Eurocurrency Business Days' prior notice to the Agent, repay in full its then outstanding Eurocurrency Loans from such additional moneys as Bank, together with accrued interest thereon to the date of prepayment and any other amounts due under Section 2.10. Concurrently with repaying such Fixed Rate Loans, the Company may borrow a Prime Loan in an amount equal to the aggregate principal amount of such Fixed Rate Loans, and such Bank shall indemnify the Lender for any increased or additional cost, reduction, payment, foregone return or loss whatsoevermake such a Prime Loan.

Increased Cost. If, as a If the result of (a) any change in, or in the interpretation interpretation, implementation or application of, or the introduction of, any law or any regulation, request or requirement regulation (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects affect the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited towithout limitation, "Basel III") which shall replace, amend and/or supplement those resulting from the provisions set out in the statement (as in effect as implementation or application of the date of this Agreement) of or compliance with the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" Accord or the Basel III Accord or any amendatory Basel II Regulation or substitute agreement thereofthe Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (bcollectively, “Capital Adequacy Law”) or compliance by the Lender with any request from any applicable fiscal such Capital Adequacy Law or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender habitually complies) or (c) any other set of circumstances affecting the Lenderis to: (a) increase the cost to to, or impose an additional cost on, the Lender of or its holding company in making or keeping the Commitment or any part thereof available or maintaining or funding all or part of the Loan is increased or an additional cost on the Lender is imposedLoan; and/or (b) subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income income, profits or gains of the Lender) Lender imposed in respect of any payments to the Lender jurisdiction in which its principal or lending office under this Agreement or any of the other Security Documents is changedlocated); and/or (c) reduce the amount payable or the effective return to the Lender under any of the Security Documents is reducedFinance Documents; and/or (d) reduce the Lender's ’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's ’s obligations under any of the Security Document is reducedFinance Document; and/or (e) require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Finance Documents is required; and/or (f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.812.6 (Exception)): (i) the Lender shall notify the Borrower in writing of such event promptly upon it becoming aware of the same; and (ii) the Borrower shall on demand pay to the Lender, from time to time, upon demand, such additional moneys as shall indemnify Lender the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for any increased or additional such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoever.

Increased Cost. If, as a result subsequent to the date of (a) any change inthis Agreement, or in the interpretation or application of, or the introduction of, any law change in or the implementation of any applicable law, regulation, request treaty or official directive or regulatory requirement of general application now or hereafter in effect (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out any change in the statement (as in effect as of interpretation or application thereof by any court or by any judicial or Governmental Authority charged with the date of this Agreement) of the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" interpretation or any amendatory or substitute agreement administration thereof, or (b) if compliance by the any Lender with any request from any applicable fiscal central bank or other fiscal, monetary or other authority (whether or not having the force of law butlaw): (a) subjects a Lender to any Tax, if not having or changes the force basis of lawtaxation (through Taxes) of payments due to such Lender or increases any existing Tax, on payments of principal, interest or other amounts payable by the Borrower to such Lender under this Agreement; (b) imposes, modifies or deems applicable any reserve, special deposit, capital adequacy, regulatory or similar requirement against assets or liabilities held by, or deposits in or 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 (c) imposes on a Lender any other condition with which respect to this Agreement; and the Lender habitually complies) result of (a), (b), or (c) any other set is, in the sole determination of circumstances affecting such Lender acting reasonably and in good faith, to increase the Lender: cost to such Lender or to reduce the income or return which is receivable by such Lender in respect of a Borrowing or standby fees payable pursuant to Section 5.7, such Lender shall promptly notify the Agent. Notwithstanding anything herein to the contrary, (a) the cost to the Lender of making the Commitment Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, requests, rules, guidelines or any part thereof directives thereunder or maintaining or funding the Loan is increased or an additional cost on the Lender is imposed; and/or issued in connection therewith, and (b) subject all requests, rules, guidelines or directives promulgated by the Lender to Taxes Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the basis of Taxation (United States, Canadian or other than Taxes or Taxation on the overall net income of the Lender) in respect of any payments to the Lender under this Agreement or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender under any of the Security Documents is reduced; and/or (d) the Lender's rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's obligations under any of the Security Document is reduced; and/or (e) require the Lender to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposesauthorities, then and in each case pursuant to Basel III (subject (a) and (b) being, the "New Rules"), shall in each case be deemed to Clause 12.8be a "change in law" for the purposes of this Section 11.2, regardless of the date enacted, adopted or issued, in each case to the extent that such New Rules are materially different from those Applicable Laws, regulations, treaties or official directives or regulatory requirements (or the interpretation or application thereof) which are in full force and effect on the date hereof. The Agent shall promptly notify the Borrower and the Borrower shall pay to the Agent for the benefit of such Lender that amount which compensates such Lender for such additional 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 applicable). The Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 11.2 for any period prior to the date which is ninety (90) days prior to the date on which the Agent, on behalf of such Lender, from time gives notice to timethe Borrower that such Additional Compensation is so accruing. A certificate by a duly authorized officer of such Lender 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 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 Additional Compensation is owed, the Borrower shall pay such Additional Compensation to the Agent for the account of such Lender and the Borrower shall have the right, upon demandwritten 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 additional moneys as shall indemnify Lender in respect of the Lender for any increased applicable Borrowing on the date specified in such notice together with accrued interest in respect of such Borrowing or additional cost, reduction, payment, foregone return or loss whatsoeverto convert such Borrowing into another basis of Borrowing available under this Agreement.

Increased Cost. IfIf the introduction of, as a result of (a) or any change in, or in the interpretation or application ofapplicable law, or the introduction of, any law or any regulation, request treaty or official directive or regulatory requirement now or hereafter in effect (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as of interpretation or application thereof by any court or by any judicial or governmental authority charged with the date of this Agreement) of the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" interpretation or any amendatory or substitute agreement administration thereof, or (b) if compliance by the a Lender with any request from any applicable fiscal central bank or other fiscal, monetary or other regulatory authority (other than a change in the relative credit rating or borrowing ability of a Lender) (whether or not having the force of law butlaw): (a) subjects any Lender to any Tax, if not having or changes the force basis of lawtaxation 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 Lender under this Agreement (in each case, except for Taxes on the net income or capital of such Lender), (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 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 an office of any Lender, or (c) imposes on any Lender any other condition with which respect to this Agreement (except for Taxes on the Lender habitually compliesnet income or capital of such Lender), and the result of Sections 7.2 (a), (b) or (c) any other set of circumstances affecting the Lender: (a) is to increase the cost to any Lender or to reduce the income receivable by such Lender of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender is imposed; and/or (b) subject the Lender to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the Lender) in respect of a Libor Loan or COF Loan by any payments to amount, the Lender under this Agreement or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender under any of the Security Documents is reduced; and/or (d) the Lender's rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's obligations under any of the Security Document is reduced; and/or (e) require the Lender to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.8) the applicable Borrower shall pay to the Canadian Administrative Agent or the U.S. Administrative Agent, as the case may be, for the account of any such Lender, that amount which compensates such Lender for such additional cost or reduction in income ("Additional Compensation") arising and calculated as and from time a date which shall not be earlier than the 30th day preceding the date the applicable Borrower receives the notice referred to timein the following sentence. Upon any Lender having determined that it is entitled to Additional Compensation, it shall promptly notify the Canadian Administrative Agent or the U.S. Administrative Agent, as the case may be, and such Agent shall promptly notify the applicable Borrower. A certificate by any manager of such Lender setting forth the amount of the Additional Compensation and the basis for it shall be submitted by such Lender to such Agent and forwarded by such Agent, to the applicable Borrower and, absent manifest error, shall be prima facie evidence of the amount of the Additional Compensation and the applicable Agent shall debit, from the applicable Borrower's accounts, the amount stipulated as Additional Compensation in such certificate in accordance with Section 10.8. If an Agent notifies a Borrower pursuant to this Section 7.2, such Borrower shall have the right, upon demandwritten irrevocable notice to that effect delivered to such Agent at least 10 Business Days prior to the end of such Interest Period, to repay or convert such additional moneys as shall indemnify Lender's Participation in any such Libor Loan or COF Loan in full, together with payment of accrued interest and the Lender for any increased or additional cost, reduction, Additional Compensation to the date of payment, foregone return to COF Loans which do not suffer the same defect or loss whatsoever.Alternate Base Rate Loans, as the case may be, denominated in U.S.$.

Increased Cost. If, as a If the result of (a) any change in, or in the interpretation or application of, or the introduction of, any law or any regulation, directive, request or requirement (whether or not having the force of law, but, if not having the force of law, with which the Lender Bank or, as the case may be, its holding company habitually complies) by any governmental authority in any country the laws or regulations of which are applicable on the Bank or (b) compliance by the Bank with any request from or requirement of any central bank (including the European Central Bank) or other applicable fiscal or monetary authority (whether or not having the force of law, but, if not having the force of law, with which the Bank or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, stock or capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects the manner in which the Lender Bank allocates capital resources to its obligations hereunder and the other Security Documents and those (including, but not limited to, "Basel III"“Basle II”) which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as of the date of this Agreement) of the Basel II Basle I committee on banking supervision dated July 1988 and entitled "“international convergence of capital measurement and capital structures" ” or any amendatory or substitute agreement thereof, or (b) compliance by the Lender with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender habitually complies) or (c) any other set of circumstances affecting the Lenderis to: (a) the cost to the Lender of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender is imposed; and/or (b) subject the Lender Bank to Taxes or change the basis of Taxation of the Bank with respect to any payment under any of the Security Documents (other than Taxes or Taxation on the overall net income income, profits or gains of the Lender) Bank imposed in respect of any payments to the Lender jurisdiction in which its principal or lending office under this Agreement is located); and/or (b) increase the cost to, or any of impose an additional cost on, the other Security Documents is changedBank or its holding company in making or keeping available the Commitment or maintaining or funding the Loan; and/or (c) reduce the amount payable or the effective return to the Lender Bank under any of the Security Documents is reducedDocuments; and/or (d) reduce the Lender's Bank’s or its holding company’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's Bank’s obligations under any of the Security Document is reducedDocuments; and/or (ea) require the Lender Bank or its holding company to make a payment or forgo a return on or calculated by references reference to any amount received or receivable by it the Bank under any of the Security Documents is requiredDocuments; and/or (fe) require the Lender Bank to incur or sustain a loss (including a any loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.812.6) the Borrower shall pay to the LenderBank, from time to time, upon demand, such additional moneys as shall indemnify the Lender Bank for any increased or additional cost, reduction, payment, foregone return or loss whatsoever.

Increased Cost. If, as a result of (a) any change in, in or in the interpretation of any law, regulation or application of, or the introduction of, any law or any regulation, request or requirement official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits by any governmental authority in any country the laws or other banking or monetary controls or requirements regulations of which affects are applicable on the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as of the date of this Agreement) of the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" or any amendatory or substitute agreement thereofBank, or (b) compliance by the Lender Bank with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender Bank habitually complies) or (c) any other set of circumstances affecting the LenderBank including (without limitation) those relating to Taxation, stock or capital adequacy, any type of liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements (except to the extent included in the Mandatory Cost) which affects the manner in which the Bank allocates capital resources to its obligations hereunder or those resulting from the implementation of any amendment of the “1988 Basle convergence agreement” or any amendatory or substitute agreement thereof: (a) the cost to the Lender Bank of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender Bank is imposed; and/or (b) subject the Lender Bank to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the LenderBank) in respect of any payments to the Lender Bank under this Agreement or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender Bank under any of the Security Documents is reduced; and/or (d) the Lender's Bank’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's Bank’s obligations under any of the Security Document is reduced; and/or (e) require the Lender Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.812.6) the Borrower shall pay to the LenderBank, from time to time, upon demand, such additional moneys as shall indemnify the Lender Bank for any increased or additional cost, reduction, payment, foregone return or loss whatsoever.

Increased Cost. If, as a result of (a) any change in, in or in the interpretation of any law, regulation or application of, or the introduction of, any law or any regulation, request or requirement official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits by any governmental authority in any country the laws or other banking or monetary controls or requirements regulations of which affects are applicable on the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as of the date of this Agreement) of the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" or any amendatory or substitute agreement thereofBank, or (b) compliance by the Lender Bank with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender Bank habitually complies) or (c) any other set of circumstances affecting the Lender:Bank including (without limitation) those relating to Taxation, stock or capital adequacy, any type of liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements (except to the extent included in the Mandatory Cost) which affects the manner in which the Bank allocates capital resources to its obligations hereunder (including (without limitation) those resulting from the implementation of or compliance with any amendment of the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basle Committee on Banking Supervision (July 1988, as amended) or any amendatory or substitute agreement thereof including, without limitation, the proposed new Basle Capital Accord (Basle II) or any law or regulation which implements Basle II): (a) the cost to the Lender Bank of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender Bank is imposed; and/or (b) subject the Lender Bank to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the LenderBank) in respect of any payments to the Lender Bank under this Agreement or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender Bank under any of the Security Documents is reduced; and/or (d) the Lender's Bank’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's Bank’s obligations under any of the Security Document is reduced; and/or (e) require the Lender Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.8) the Borrower shall pay to the Lender, from time to time, upon demand, such additional moneys as shall indemnify the Lender for any increased or additional cost, reduction, payment, foregone return or loss whatsoever.,

Increased Cost. If, as a result of (a) any change in, in or in the interpretation of any law, regulation or application of, or the introduction of, any law or any regulation, request or requirement official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), ) - including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects those resulting from the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as implementation of any amendment of the date of this Agreement) of the Basel II committee on banking supervision dated July "1988 and entitled "international Basle convergence of capital measurement and capital structuresagreement" or any amendatory or substitute agreement thereofthereof- by any governmental authority in any country the laws or regulations of which are applicable on the Bank, or (b) compliance by the Lender Bank with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender Bank habitually complies) or (c) any other set of circumstances affecting the LenderBank: (a) the cost to the Lender Bank of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender Bank is imposed; and/or (b) subject the Lender Bank to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the LenderBank) in respect of any payments to the Lender Bank under this Agreement or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender Bank under any of the Security Documents is reduced; and/or (d) the LenderBank's rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the LenderBank's obligations under any of the Security Document is reduced; and/or (e) require the Lender Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.812.6) the Borrower shall pay to the LenderBank, from time to time, upon demand, such additional moneys as shall indemnify the Lender Bank for any increased or additional cost, reduction, payment, foregone return or loss whatsoever.

Increased Cost. If, as a result of (a) any change in, or in the interpretation or application of, or the introduction of, any law or any regulation, request or requirement (whether or not having the force of law, but, if not having the force of law, with which the Lender Bank or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects the manner in which the Lender Bank allocates capital resources to its obligations hereunder and those (including, but not limited to, "“Basel III"II”) which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as of the date of this Agreement) of the Basel II Basle I committee on banking supervision dated July 1988 and entitled "“international convergence of capital measurement and capital structures" ” or any amendatory or substitute agreement thereof, or (b) compliance by the Lender Bank with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender Bank habitually complies) or (c) any other set of circumstances affecting the LenderBank: (a) the cost to the Lender Bank of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender Bank is imposed; and/or (b) subject the Lender Bank to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the LenderBank) in respect of any payments to the Lender Bank under this Agreement or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender Bank under any of the Security Documents is reduced; and/or (d) the Lender's Bank’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's Bank’s obligations under any of the Security Document is reduced; and/or (e) require the Lender Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.812.7) the Borrower Borrowers shall pay to the LenderBank, from time to time, upon demand, such additional moneys as shall indemnify the Lender Bank for any increased or additional cost, reduction, payment, foregone return or loss whatsoever.

Increased Cost. If, as a result of (a) any change in, in or in the interpretation of any law, regulation or application of, or the introduction of, any law or any regulation, request or requirement official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), ) - including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects those resulting from the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as implementation of any amendment of the date of this Agreement) of the Basel II committee on banking supervision dated July “1988 and entitled "international Basle convergence of capital measurement and capital structures" agreement” or any amendatory or substitute agreement thereofthereof (the “Basle II”)- by any governmental authority in any country the laws or regulations of which are applicable on the Bank, or (b) compliance by the Lender Bank with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender Bank habitually complies) or (c) any other set of circumstances affecting the LenderBank: (a) the cost to the Lender Bank of making the Commitment Facility or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender Bank is imposed; and/or (b) subject the Lender Bank to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the LenderBank) in respect of any payments to the Lender Bank under this Agreement or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender Bank under any of the Security Documents is reduced; and/or (d) the Lender's Bank’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's Bank’s obligations under any of the Security Document is reduced; and/or (e) require the Lender Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment Facility or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.812.6) the Borrower shall pay to the LenderBank, from time to time, upon demand, such additional moneys as shall indemnify the Lender Bank for any increased or additional cost, reduction, payment, foregone return or loss whatsoever.

Increased Cost. IfIf the introduction of, as a result of (a) or any change in, or in the interpretation or application ofapplicable law, or the introduction of, any law or any regulation, request treaty or official directive or regulatory requirement now or hereafter in effect (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as of interpretation or application thereof by any court or by any judicial or governmental authority charged with the date of this Agreement) of the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" interpretation or any amendatory or substitute agreement administration thereof, or (b) if compliance by the a Lender with any request from any applicable fiscal central bank or other fiscal, monetary or other regulatory authority (other than a change in the relative credit rating or borrowing ability of a Lender) (whether or not having the force of law butlaw): (a) subjects any Lender to any Tax, if not having or changes the force basis of lawtaxation 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 Lender under this Agreement (in each case, except for Taxes on the net income or capital of such Lender), (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 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 an office of any Lender, or (c) imposes on any Lender any other condition with which respect to this Agreement (except for Taxes on the Lender habitually compliesnet income or capital of such Lender), and the result of Sections 7.2 (a), (b) or (c) any other set of circumstances affecting the Lender: (a) is to increase the cost to any Lender or to reduce the income receivable by such Lender of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender is imposed; and/or (b) subject the Lender to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the Lender) in respect of a Libor Loan by any payments to amount, the Lender under this Agreement or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender under any of the Security Documents is reduced; and/or (d) the Lender's rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's obligations under any of the Security Document is reduced; and/or (e) require the Lender to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.8) the 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 cost or reduction in income ("Additional Compensation") arising and calculated as and from time a date which shall not be earlier than the 30th day preceding the date the applicable Borrower receives the notice referred to timein 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 setting forth the amount of the Additional Compensation and the basis for it shall be submitted by such Lender to such Agent and forwarded by such Agent, to the applicable Borrower and, absent manifest error, shall be prima facie evidence of the amount of the Additional Compensation and the applicable Agent shall debit, from the applicable Borrower's accounts, the amount stipulated as Additional Compensation in such certificate in accordance with Section 10.8. If an Agent notifies a Borrower pursuant to this Section 7.2, such Borrower shall have the right, upon demandwritten 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 additional moneys as shall indemnify Lender's Participation in any such Libor Loan in full, together with payment of accrued interest and the Lender for any increased or additional cost, reduction, Additional Compensation to the date of payment, foregone return to U.S. Base Rate Loans which do not suffer the same defect or loss whatsoever.U.S. Prime Rate Loans, as the case may be, denominated in U.S.$.

Increased Cost. If, as a result of (a) after the date hereof, the introduction of, any change in, or in the interpretation or application of, or the introduction implementation of, any law Applicable Law (including any capital adequacy requirement) (other than any taxes on the overall net income of a Lender or any upon the overall capital of a Lender), regulation, request treaty or requirement official directive now or hereafter in effect (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out any change in the statement (as in effect as of interpretation or application thereof by any court or by any judicial or Governmental Authority charged with the date of this Agreement) of the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" interpretation or any amendatory or substitute agreement administration thereof, or (b) if compliance by the any Lender with any request from any applicable fiscal central bank or other fiscal, monetary or other authority (whether or not having the force of law butlaw) (individually, if not having a "Circumstance"): (a) subjects a Lender to any Tax, changes the force basis of lawtaxation of payments due to a Lender or increases any existing Tax, on payments of principal, interest or other amounts payable by the Borrower to a Lender under this Agreement; (b) imposes, modifies or deems applicable any reserve, special deposit, capital adequacy, 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 obligations of a Lender in respect of letters of credit or letters of guarantee issued by such Lender; or (c) imposes on a Lender any other condition with which respect to this Agreement; and the Lender habitually compliesresult of (a), (b) or (c) any other set is, in the sole determination of circumstances affecting the Lender: (a) such Lender acting reasonably and in good faith, to increase the cost to such Lender or to reduce the income receivable by such Lender in respect of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the a Borrowing, such Lender is imposed; and/or (b) subject the Lender to Taxes or the basis of Taxation (other than Taxes the Operating Lender) shall promptly notify the Agent. Notwithstanding anything herein to the contrary, (i) the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or Taxation 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 overall net income United States, Canadian or other regulatory authorities, in each case pursuant to Basel III ((i) and (ii) being, the "New Rules"), shall in each case be deemed to be a "change in law" for the purposes of this Section 11.2, regardless of the Lender) in respect of any payments to the Lender under this Agreement date enacted, adopted or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender under any of the Security Documents is reduced; and/or (d) the Lender's rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's obligations under any of the Security Document is reduced; and/or (e) require the Lender to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposesissued, then and in each case (subject i) to Clause 12.8the extent materially different from that in effect on the date hereof and (ii) to the extent that such New Rules have general application to substantially all of the banks within the jurisdiction in which such Lender operates. The Agent or the Operating Lender, as applicable, shall promptly notify the Borrower and the Borrower shall pay to the Agent for the benefit of such Lender or to the Operating Lender, as applicable, from time to timetime that amount which compensates such Lender or the Operating Lender, as applicable, for such additional cost or reduction in income from time to time ("Additional Compensation") on the next Interest Date in the case of a SOFR Loan or a XXXXX Loan, on the next date of issuance of any Letters of Credit or on the next Interest Date in any other case (and each successive Interest Date or date of issuance, if applicable), provided that the Borrower shall not be obligated to pay any such Additional Compensation unless such Lender or the Operating Lender, as applicable, is generally claiming similar compensation from other customers in similar circumstances, and the Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 11.2 for any period prior to the date which is three (3) months prior to the date on which the Agent, on behalf of such Lender, or the Operating Lender, as applicable, gives notice to the Borrower that such Additional Compensation is so accruing, provided that, if the circumstances giving rise to such claim have a retroactive effect, then such three (3) month period shall be extended to involve the period of such retroactive effect. A photocopy of the relevant law, regulation, treaty, official directive or regulatory requirement (or, if it is impracticable to provide a photocopy, a written summary of the same) and a certificate by a duly authorized officer of such Lender or the Operating Lender, as applicable, (prepared in good faith) setting forth the amount of the Additional Compensation and the basis for it must be submitted by the Agent or the Operating Lender, as applicable, to the Borrower and is prima facie evidence of the amount of the Additional Compensation. If the Agent or Operating Facility Lender, as applicable, notifies the Borrower that Additional Compensation is owed, the Borrower shall pay such Additional Compensation to the Agent for the account of such Lender or the Operating Lender, as applicable, and the Borrower shall have the right, upon demandwritten irrevocable prior notice of at least three (3) Business Days to the Agent or the Operating Lender, as applicable, to make payment in full to the Agent or the Operating Lender, as applicable, for the account of such additional moneys Lender or to the Operating Lender, as shall indemnify applicable, in respect of the Lender for any increased applicable Borrowing on the date specified in such notice together with accrued but unpaid interest and fees in respect of such Borrowing or additional cost, reduction, payment, foregone return or loss whatsoeverto convert such Borrowing into another basis of Borrowing available under this Agreement.

Increased Cost. If, as a If the result of (a) any change in, or in the interpretation interpretation, implementation or application of, or the introduction of, any law or any regulation, request or requirement regulation (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects affect the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited towithout limitation, "Basel III") which shall replace, amend and/or supplement those resulting from the provisions set out in the statement (as in effect as implementation or application of the date of this Agreement) of or compliance with the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" Accord or the Basel III Accord or any amendatory Basel II Regulation or substitute agreement thereofthe Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (bcollectively, “Capital Adequacy Law”) or compliance by the Lender with any request from any applicable fiscal or monetary authority (whether or not having the force of law butsuch Capital Adequacy Law, if not having the force of law, with which the Lender habitually complies) or (c) any other set of circumstances affecting the Lenderis to: (a) increase the cost to to, or impose an additional cost on, the Lender of or its holding company in making or keeping the Commitment or any part thereof available or maintaining or funding all or part of the Loan is increased or an additional cost on the Lender is imposedLoan; and/or (b) subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income income, profits or gains of the Lender) Lender imposed in respect of any payments to the Lender jurisdiction in which its principal or lending office under this Agreement or any of the other Security Documents is changedlocated); and/or (c) reduce the amount payable or the effective return to the Lender under any of the Security Documents is reducedFinance Documents; and/or (d) reduce the Lender's ’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's ’s obligations under any of the Security Document is reducedFinance Document; and/or (e) require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Finance Documents is required; and/or (f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.812.5 (Exception)): (i) the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and (ii) the Borrower shall on demand pay to the Lender, from time to time, upon demand, such additional moneys as shall indemnify Lender the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for any increased or additional such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.

Increased Cost. IfIf the introduction of, as a result of (a) or any change in, or in the interpretation or application ofapplicable law, or the introduction of, any law or any regulation, request treaty or official directive or regulatory requirement now or hereafter in effect (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as of interpretation or application thereof by any court or by any judicial or governmental authority charged with the date of this Agreement) of the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" interpretation or any amendatory or substitute agreement administration thereof, or (b) if compliance by the a Lender with any request from any applicable fiscal central bank or other fiscal, monetary or other regulatory authority (other than a change in the relative credit rating or borrowing ability of a Lender) (whether or not having the force of law butlaw): (a) subjects any Lender to any Tax, if not having or changes the force basis of lawtaxation 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 Lender under this Agreement (in each case, except for Taxes on the net income or capital of such Lender), (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 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 an office of any Lender, or (c) imposes on any Lender any other condition with which respect to this Agreement (except for Taxes on the Lender habitually compliesnet income or capital of such Lender), and the result of Sections 7.2 (a), (b) or (c) any other set of circumstances affecting the Lender: (a) is to increase the cost to any Lender or to reduce the income receivable by such Lender of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender is imposed; and/or (b) subject the Lender to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the Lender) in respect of a Libor Loan or BA Equivalent Loan by any payments to amount, the Lender under this Agreement or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender under any of the Security Documents is reduced; and/or (d) the Lender's rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's obligations under any of the Security Document is reduced; and/or (e) require the Lender to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.8) the 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 cost or reduction in income (“Additional Compensation”) arising and calculated as and from time a date which shall not be earlier than the 30th day preceding the date the applicable Borrower receives the notice referred to timein 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 setting forth the amount of the Additional Compensation and the basis for it shall be submitted by such Lender to such Agent and forwarded by such Agent, to the applicable Borrower and, absent manifest error, shall be prima facie evidence of the amount of the Additional Compensation and the applicable Agent shall debit, from the applicable Borrower’s accounts, the amount stipulated as Additional Compensation in such certificate in accordance with Section 10.8. If an Agent notifies a Borrower pursuant to this Section 7.2, such Borrower shall have the right, upon demandwritten 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 additional moneys as shall indemnify Lender’s Participation in any such Libor Loan in full, together with payment of accrued interest and the Lender for any increased or additional cost, reduction, Additional Compensation to the date of payment, foregone return to U.S. Base Rate Loans which do not suffer the same defect or loss whatsoever.U.S. Prime Rate Loans, as the case may be, denominated in U.S.$.

Increased Cost. If, as a result of (a) any change in, in or in the interpretation of any law, regulation or application of, or the introduction of, any law or any regulation, request or requirement official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), ) — including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects those resulting from the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as implementation of any amendment of the date of this Agreement) of the Basel II committee on banking supervision dated July “1988 and entitled "international Basle convergence of capital measurement and capital structures" agreement” or any amendatory or substitute agreement thereofthereof- by any governmental authority in any country the laws or regulations of which are applicable on the Bank, or (b) compliance by the Lender Bank with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender Bank habitually complies) or (c) any other set of circumstances affecting the LenderBank: (a) the cost to the Lender Bank of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender Bank is imposed; and/or (b) subject the Lender Bank to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the LenderBank) in respect of any payments to the Lender Bank under this Agreement or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender Bank under any of the Security Documents is reduced; and/or (d) the Lender's Bank’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's Bank’s obligations under any of the Security Document is reduced; and/or (e) require the Lender Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.812.6) the Borrower shall pay to the LenderBank, from time to time, upon demand, such additional moneys as shall indemnify the Lender Bank for any increased or additional cost, reduction, payment, foregone return or loss whatsoever.

Increased Cost. If, as a result of (a) any change in, in or in the interpretation of any law, regulation or application of, or the introduction of, any law or any regulation, request or requirement official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), ) — including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects those resulting from the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as implementation of any amendment of the date of this Agreement) of the Basel II committee on banking supervision dated July 1988 and entitled "international “0000 Xxxxx convergence of capital measurement and capital structures" agreement” or any amendatory or substitute agreement thereofthereof (the “Basel II”) by any governmental authority in any country the laws or regulations of which are applicable on the Bank, or (b) compliance by the Lender Bank with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender Bank habitually complies) or (c) any other set of circumstances affecting the LenderBank: (a) the cost to the Lender Bank of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender Bank is imposed; and/or (b) subject the Lender Bank to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the LenderBank) in respect of any payments to the Lender Bank under this Agreement or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender Bank under any of the Security Documents is reduced; and/or (d) the Lender's Bank’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's Bank’s obligations under any of the Security Document is reduced; and/or (e) require the Lender Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.812.6) the Borrower shall pay to the LenderBank, from time to time, upon demand, such additional moneys as shall indemnify the Lender Bank for any increased or additional cost, reduction, payment, foregone return or loss whatsoever.

Increased Cost. If, as a result of (a) any change in, in or in the interpretation of any law, regulation or application of, or the introduction of, any law or any regulation, request or requirement official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), ) — including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects those resulting from the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "Basel III") which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as implementation of any amendment of the date of this Agreement) of the Basel II committee on banking supervision dated July 1988 and entitled "international “0000 Xxxxx convergence of capital measurement and capital structures" agreement” or any amendatory or substitute agreement thereofthereof (the “Basel II”) by any governmental authority in any country the laws or regulations of which are applicable on the Bank, or (b) compliance by the Lender Bank with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender Bank habitually complies) or (c) any other set of circumstances affecting the LenderBank: (a) the cost to the Lender Bank of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender Bank is imposed; and/or (b) subject the Lender Bank to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the LenderBank) in respect of any payments to the Lender Bank under this Agreement or any of the other Security Documents is changed; and/or (c) the amount payable or the effective return to the Lender Bank under any of the Security Documents is reduced; and/or (d) the Lender's Bank’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's Bank’s obligations under any of the Security Document is reduced; and/or (e) require the Lender Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Documents is required; and/or (f) require the Lender Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.812.6) the Borrower Borrowers shall pay to the LenderBank, from time to time, upon demand, such additional moneys as shall indemnify the Lender Bank for any increased or additional cost, reduction, payment, foregone return or loss whatsoever.

Increased Cost. If, as a If the result of (a) any change in, or in the interpretation interpretation, implementation or application of, or the introduction of, any law or any regulation, request or requirement regulation (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects affect the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited towithout limitation, "Basel III") which shall replace, amend and/or supplement those resulting from the provisions set out in the statement (as in effect as implementation or application of the date of this Agreement) of or compliance with the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" Accord or the Basel III Accord or any amendatory Basel II Regulation or substitute agreement thereofthe Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (bcollectively, “Capital Adequacy Law”) or compliance by the Lender with any request from any applicable fiscal such Capital Adequacy Law or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender habitually complies) or (c) any other set of circumstances affecting the Lenderis to: (a) increase the cost to to, or impose an additional cost on, the Lender of or its holding company in making or keeping the Commitment or any part thereof available or maintaining or funding all or part of the Loan is increased or an additional cost on the Lender is imposedLoan; and/or (b) subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income income, profits or gains of the Lender) Lender imposed in respect of any payments to the Lender jurisdiction in which its principal or lending office under this Agreement or any of the other Security Documents is changedlocated); and/or (c) reduce the amount payable or the effective return to the Lender under any of the Security Documents is reducedFinance Documents; and/or (d) reduce the Lender's ’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's ’s obligations under any of the Security Document is reducedFinance Document; and/or (e) require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Finance Documents is required; and/or (f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.812.6 (Exception)): (i) the Lender shall notify the Borrower shall pay to in writing of such event promptly upon it becoming aware of the Lender, from time to time, upon demand, such additional moneys as shall indemnify the Lender for any increased or additional cost, reduction, payment, foregone return or loss whatsoever.same; and

Increased Cost. If, as a If the result of (a) any change in, or in the interpretation interpretation, implementation or application of, or the introduction of, any law or any regulation, request or requirement regulation (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects affect the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited towithout limitation, "Basel III") which shall replace, amend and/or supplement those resulting from the provisions set out in the statement (as in effect as implementation or application of the date of this Agreement) of or compliance with the Basel II committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" Accord or the Basel III Accord or any amendatory Basel II Regulation or substitute agreement thereofthe Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (bcollectively, “Capital Adequacy Law”) or compliance by the Lender with any request from any applicable fiscal or monetary authority (whether or not having the force of law butsuch Capital Adequacy Law , if not having the force of law, with which the Lender habitually complies) or (c) any other set of circumstances affecting the Lenderis to: (a) increase the cost to to, or impose an additional cost on, the Lender of or its holding company in making or keeping the Commitment or any part thereof available or maintaining or funding all or part of the Loan is increased or an additional cost on the Lender is imposedLoan; and/or (b) subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income income, profits or gains of the Lender) Lender imposed in respect of any payments to the Lender jurisdiction in which its principal or lending office under this Agreement or any of the other Security Documents is changedlocated); and/or (c) reduce the amount payable or the effective return to the Lender under any of the Security Documents is reducedFinance Documents; and/or (d) reduce the Lender's ’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's ’s obligations under any of the Security Document is reducedFinance Document; and/or (e) require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Finance Documents is required; and/or (f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.812.6 (Exception)): (i) the Lender shall notify the Borrower in writing of such event promptly upon it becoming aware of the same; and (ii) the Borrower shall on demand pay to the Lender, from time to time, upon demand, such additional moneys as shall indemnify Lender the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for any increased or additional such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoever.

Increased Cost. If, as a result of (a) any change in, or in the interpretation or application of, or the introduction of, any law or any regulation, request or requirement (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affects the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, but not limited to, "“Basel III"”) which shall replace, amend and/or supplement the provisions set out in the statement (as in effect as of the date of this Agreement) of the Basel Basle II committee on banking supervision dated July 1988 and entitled "“international convergence of capital measurement and capital structures" ” or any amendatory or substitute agreement thereof, or (b) compliance by the Lender with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Lender habitually complies) or (c) any other set of circumstances affecting the Lender: (a) the cost to the Lender of making the Commitment or any part thereof or maintaining or funding the Loan is increased or an additional cost on the Lender is imposed; and/or (b) subject the Lender to Taxes or the basis of Taxation (other than Taxes or Taxation on the overall net income of the Lender) in respect of any payments to the Lender under this Agreement or any of the other Security Finance Documents is changed; and/or (c) the amount payable or the effective return to the Lender under any of the Security Finance Documents is reduced; and/or (d) the Lender's ’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender's ’s obligations under any of the Security Finance Document is reduced; and/or (e) require the Lender to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Security Finance Documents is required; and/or (f) require the Lender to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, 68 (J18-185622/C) then and in each case (subject to Clause 12.812.7 (Exception)) the Borrower shall pay to the Lender, from time to time, upon demand, such additional moneys as shall indemnify the Lender for any increased or additional cost, reduction, payment, foregone return or loss whatsoever.