Common use of Increased Cost Clause in Contracts

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining the Term Loan hereunder, or any reduction in any amount receivable by the Bank under this Loan Agreement or the Note in respect of any such Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in Federal, state, municipal, or foreign laws, rules or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any Federal, state, municipal, or foreign laws, rules or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Loan Agreement or the Note in respect of the Term Loan (other than taxes imposed on or measured by the overall net income of the Bank for such Loan); or (2) imposes or modifies any reserve, special deposit, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the Bank; or (3) imposes any other condition affecting this Loan Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the Bank for purposes of this Section of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan or on amounts receivable by it in respect of such Loan, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The From time to time upon notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining the Term Loan any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the such Bank under this Loan Agreement or the its Note in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Loan Agreement or the its Note in respect of the Term Loan any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Lending Office for any of such Loans by the Bank for jurisdiction where the Principal Office or such LoanLending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the Bankdefinition of LIBOR Interest Rate); or (3) imposes any other condition affecting this Loan Agreement or the its Note (or any of such extensions of credit or liabilities). The Each Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Loan Agreement which will entitle the such Bank to compensation pursuant to this Section 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the any Bank for purposes of this Section 2.16 of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The From time to time upon a thirty (30) day notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining the Term Loan any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the such Bank under this Loan Agreement or the its Note in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Loan Agreement or the its Note in respect of the Term Loan any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Lending Office for any of such Loans by the Bank for jurisdiction where the Principal Office or such LoanLending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the Bankdefinition of LIBOR Rate); or (3) imposes any other condition affecting this Loan Agreement or the its Note (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Loan Agreement which will entitle the such Bank to compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the any Bank for purposes of this Section 2.17 of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The Borrower Company shall pay to the Bank Lender from time to time such reasonable amounts as the Bank Lender may determine to be necessary to compensate the Bank Lender for any costs incurred by the Bank Lender which the Bank Lender determines are attributable to its making or maintaining the Term Loan any Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank Lender under this Loan Agreement or the Revolving Note in respect of any such Loan loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation DD and any applicable currency reserve requirements), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks lenders including the Bank of Lender or under any FederalU.S. federal, state, municipal, or any foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to the Bank Lender under this Loan Agreement or the Revolving Note in respect of the Term Loan any of such Loans (other than taxes imposed on or measured by the overall net income of the Bank Lender for any of such LoanLoans by the jurisdiction where the Principal Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the BankLender; or (3) imposes any other condition conditions affecting this Loan Agreement or the Revolving Note (or any of such extensions of credit or liabilities). The Bank Lender will notify the Borrower Company in writing of any event occurring after the date of this Loan Agreement which will entitle the Bank Lender to compensation pursuant to this Section 2.9 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations Reasonable determinations by the Bank Lender for purposes of this Section 2.9 of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate the Bank Lender in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If , are not subject to manifest error and the Bank determines that it is entitled written basis for said determinations are given to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term LoanCompany.

Increased Cost. The From time to time upon a thirty (30) day notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining the Term Loan any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the such Bank under this Loan Agreement or the its Note in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Loan Agreement or the its Note in respect of the Term Loan any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Lending Office for any of such Loans by the Bank for jurisdiction where the Principal Office or such LoanLending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the Bankdefinition of LIBOR Rate); or (3) imposes any other condition affecting this Loan Agreement or the its Note (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Loan Agreement which will entitle the such Bank to compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the any Bank for purposes of this Section 2.17 of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The From time to time upon 30 days’ prior notice to the Borrower from a Bank (with a copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining the Term Loan any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the such Bank under this Loan Agreement or the its Note in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Loan Agreement Effective Date in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Loan Agreement or the its Note in respect of the Term Loan any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Lending Office for any of such Loans by the Bank for jurisdiction where the Principal Office or such LoanLending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the Bankdefinition of LIBOR Rate); or (3) imposes any other condition affecting this Loan Agreement or the its Note (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the date of this Loan Agreement Effective Date which will entitle the such Bank to compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the any Bank for purposes of this Section 2.17 of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The From time to time upon notice to the Borrower from the Bank the Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank reasonably determines are attributable to its making or maintaining the Term any LIBOR Loan hereunder or its obligation to make any such Loan hereunder, or any reduction in any amount receivable by the Bank under this Loan Agreement or the its Note in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks Bank including the Bank of or under any FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Loan Agreement or the its Note in respect of the Term Loan any of such Loans (other than taxes imposed on or measured by the overall net income of the Bank or of its Lending Office for any of such LoanLoans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the BankBank pertaining to this Agreement (including any of such Loans or any deposits referred to in the definition of LIBOR Rate); or (3) imposes any other condition affecting this Loan Agreement or the its Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the Bank to compensation pursuant to this Section 2.11 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the Bank for purposes of this Section 2.11 of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate any the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs additional costs, as hereinafter defined, incurred by the Bank which the Bank determines are attributable to its the Bank making or maintaining the Term Loan any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Loan Agreement or the Revolving Credit Note in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in Federal, state, municipal, or foreign laws, rules or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any Federal, state, municipal, or foreign laws, rules or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Loan Agreement or the Revolving Credit Note in respect of the Term Loan any LIBOR Loans (other than taxes imposed on or measured by the overall net income of the Bank for any of such LoanLoans); or (2) imposes or modifies any reserve, special deposit, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the BankBank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate; or (3) imposes any other condition affecting this Loan Agreement or the Revolving Credit Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the BankAdditional Costs payable. Determinations by the Bank for purposes of this Section of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan LIBOR Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The From time to time upon notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank reasonably determines are attributable to its making or maintaining the Term any LIBOR Loan hereunder or its obligation to make any such Loan hereunder, or any reduction in any amount receivable by the such Bank under this Loan Agreement or the its Note in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Loan Agreement or the its Note in respect of the Term Loan any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Lending Office for any of such Loans by the Bank for jurisdiction where the Principal Office or such LoanLending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank pertaining to this Agreement (including any of such Loans or any deposits referred to in the Bankdefinition of LIBOR Rate); or (3) imposes any other condition affecting this Loan Agreement or the its Note (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Loan Agreement which will entitle the such Bank to compensation pursuant to this Section 2.13 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the any Bank for purposes of this Section 2.13 of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The Borrower Company shall pay to the Bank Agent from time to time such reasonable amounts as the Bank Agent may determine to be necessary to compensate the Bank Agent for any costs incurred by the Bank Agent which the Bank Agent determines are attributable to its making or maintaining any Loans on behalf of the Term Loan Lenders hereunder or its obligation to make any such Loans on behalf of the Lenders hereunder, or any reduction in any amount receivable by the Bank Agent under this Loan Agreement or the Revolving Note in respect of any such Loan loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation DD and any applicable currency reserve requirements), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks Agents including the Bank Agent of or under any FederalU.S. federal, state, municipal, or any foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to the Bank Agent under this Loan Agreement or the Revolving Note in respect of the Term Loan any of such Loans (other than taxes imposed on or measured by the overall net income of the Bank Agent for any of such LoanLoans by the jurisdiction where the Principal Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the BankAgent; or (3) imposes any other condition conditions affecting this Loan Agreement or the Revolving Note (or any of such extensions of credit or liabilities). The Bank Agent will notify the Borrower Company in writing of any event occurring after the date of this Loan Agreement which will entitle the Bank Agent to compensation pursuant to this Section 2.9 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations Reasonable determinations by the Bank Agent for purposes of this Section 2.9 of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate the Bank Agent in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If , are not subject to manifest error and the Bank determines that it is entitled written basis for said determinations are given to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term LoanCompany.

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining the Term Loan any LIBOR Loans hereunder or its obligation to convert to such Loans hereunder, or any reduction in any amount receivable by the Bank under this Loan Agreement or the Note Notes in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any FederalU.S. federal, state, municipal, or any foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: which (1a) changes the basis of taxation of any amounts payable to the Bank under this Loan Agreement or the Note Notes in respect of the Term any of such Loan (other than taxes imposed on or measured by the overall net income of Bank or of its Lending Office for any of such Loans by the Bank for jurisdiction where the Principal Office or such LoanLending Office is located); or , (2b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, Bank (including any of such Loans or any deposits referred to in the Bank; definition of LIBOR), or (3c) imposes any other condition affecting this Loan Agreement or the Note Notes (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if , and shall provide to the Borrower therewith a statement setting forth the basis for, and a calculation in reasonable detail of the additional amounts to be paid to the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bankhereunder. Determinations by the Bank for purposes of this Section of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining the Term Loan any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Loan Agreement or the Note in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement Note in FederalU.S. federal, state, municipal, municipal or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any FederalU.S. federal, state, municipal, municipal or foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Loan Agreement or the Note in respect of the Term Loan any of such Loans (other than taxes imposed on or measured by the overall net income of the Bank for any of such LoanLoans by the jurisdiction where the Bank is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the BankBank (including any of such Loans or any deposits referred to in the definition of LIBOR Rate); or (3) imposes any other condition affecting this Loan Agreement or the Note (or any of such extensions extension of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Loan Agreement hereof which will entitle the Bank to compensation pursuant to this Section hereto as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the Bank for purposes of this Section hereof of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining any loans at the Term Loan LIBOR Rate hereunder, or any reduction in any amount receivable by the Bank under this Loan Agreement or the Note in respect of any such Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any FederalU.S. federal, state, municipal, or any foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1i) changes the basis of taxation of any amounts payable to the Bank under this Loan Agreement or the Note in respect of the Term Loan (other than taxes imposed on or measured by the overall net income of the Bank for such the Term Loan); or (2ii) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the BankBank (including the Term Loan or any deposits referred to in the definition of LIBOR Rate; or (3iii) imposes any other condition affecting this Loan Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the Bank to compensation pursuant to this Section 2.2.5 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the Bank for purposes of this Section 2.2.5 of the effect of any Regulatory Change on its costs of making or maintaining loans based on the Term Loan LIBOR Rate or on amounts receivable by it in respect of such the Term Loan, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The From time to time upon notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining the Term Loan any LIBOR Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the such Bank under this Loan Agreement or the Note in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Loan Agreement or the Note in respect of the Term Loan any such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Lending Office for any of such Loans by the Bank for jurisdiction where the Lending Office or such LoanLending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of or credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the Bankdefinition of LIBOR Rate); or (3) imposes any other condition affecting this Loan Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the Bank for purposes of this Section of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan or on amounts receivable by it in respect of such Loan, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The Borrower Company shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank reasonably determines are directly attributable to its making or maintaining the Term Loan any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Loan Agreement or the Revolving Note in respect of any such Loan loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation DD and any Eurocurrency Reserve Requirements), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any FederalU.S. federal, state, municipal, or any foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Loan Agreement or the Revolving Note in respect of the Term Loan any of such Loans (other than taxes imposed on or measured by the overall net income of the Bank for any of such LoanLoans by the jurisdiction where the Principal Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the BankBank (including any of such Loans or any deposits referred to in the definition of Eurocurrency Reserve Requirements); or (3) imposes any other condition conditions affecting this Loan Agreement or the Revolving Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower Company in writing of any event occurring after the date of this Loan Agreement which will entitle the Bank to compensation pursuant to this Section 2.13 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the Bank for purposes of this Section 2.13 of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If , are not subject to manifest error and the Bank determines that it is entitled written basis for said determinations are given to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term LoanCompany.

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining the Term Loan any Loans hereunder or its obligation to convert to such Loans hereunder, or any reduction in any amount receivable by the Bank under this Loan Agreement or the Note Notes in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any FederalU.S. federal, state, municipal, or any foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: which (1a) changes the basis of taxation of any amounts payable to the Bank under this Loan Agreement or the Note Notes in respect of the Term any of such Loan (other than taxes imposed on or measured by the overall net income of Bank or of its Lending Office for any of such Loans by the Bank for jurisdiction where the Principal Office or such LoanLending Office is located); or , (2b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, Bank (including any of such Loans or any deposits referred to in the Bank; definition of LIBOR), or (3c) imposes any other condition affecting this Loan Agreement or the Note Notes (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if , and shall provide to Borrower therewith a statement setting forth the basis for, and a calculation in reasonable detail of the additional amounts to be paid to the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bankhereunder. Determinations by the Bank for purposes of this Section of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The From time to time upon notice to the Borrower from the Lender, the Borrower shall pay to the Bank from time to time Lender such amounts as the Bank Lender may determine to be necessary to compensate the Bank Lender for any costs incurred by the Bank Lender which the Bank Lender determines are attributable to its making or maintaining the Term Loan any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank Lender under this Loan Agreement or the Note Notes in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank Lender of or under any FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1a) changes the basis of taxation of any amounts payable to the Bank Lender under this Loan Agreement or the Note Notes in respect of the Term Loan any such Loans (other than taxes Taxes imposed on or measured by the overall net income of the Bank Lender for any of such LoanLoans by the jurisdiction where the Lender Principal Office is located); or (2b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of or credit or other assets of, or any deposits with or other liabilities of, the BankLender (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (3c) imposes any other condition affecting this Loan Agreement or the Note Notes (or any of such extensions of credit or liabilities). The Bank Lender will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the Bank Lender to compensation pursuant to this Section 6.6 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that , but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (i6) if months before the Bank fails to give such notice within 90 days after it obtains knowledge date of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the Bank Lender for purposes of this Section 6.6 of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate any the Bank Lender in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The From time to time upon notice to the Borrower from a Bank (with a copy to the Administrative Agent) the Borrower shall pay to the Administrative Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be reasonably necessary to compensate the such Bank for any increased costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining the Term Loan any Line of Credit Loans hereunder or its obligation to make any such Line of Credit Loans hereunder, or any reduction in any amount receivable by the such Bank under this Loan Agreement or the its Line of Credit Note in respect of any such Loan Line of Credit Loans or such obligation (such increases in costs and or reductions in amounts receivable being herein called "Additional Costs"), resulting solely from any change after the date of this Loan Agreement in FederalU.S., federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any Federal, state, municipal, or foreign laws, rules or regulations (whether or not having the force of law) applying to a class of banks including such Bank of or under U.S. federal, state, municipal, or foreign laws or regulations by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1a) changes the basis of taxation of any amounts payable to the such Bank under this Loan Agreement or the its Line of Credit Note in respect of the Term Loan any of such Line of Credit Loans (other than taxes imposed on or measured by the overall net income of the such Bank for any of such LoanLoans by the jurisdiction where the Principal Office is located); or (2b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the Banksuch Bank (including any of such Line of Credit Loans); or (3c) imposes any other condition affecting this Loan Agreement or the its Line of Credit Note (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the date of this Loan Agreement which will entitle the such Bank to compensation pursuant to this Section 2.15 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the any Bank for purposes of this Section 2.15 of the effect of any Regulatory Change on its costs of costsof making or maintaining the Term Loan Line of Credit Loans or on amounts receivable by it in respect of such Loan, Line of Credit Loans and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, Costs shall be conclusiveconclusive in the absence of demonstrable error, provided that such determinations by such Bank are reasonable and provided further that written notice of such determinations shall have been given to the Borrower by such Bank setting forth in reasonable detail the reasons or basis for such determinations and the additional amounts required to be paid. The payment of the additional amounts required hereunder shall be made by the Borrower immediately on a reasonable basis. If the date any Bank determines that it is entitled gives the required notice to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.. Section 2.16

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may reasonably determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank reasonably determines are attributable to its making or maintaining the Term Loan any Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Loan Agreement or the Note in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any FederalU.S. federal, state, municipal, or any foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Loan Agreement or the Note in respect of any of the Term Loan Loans (other than taxes imposed on or measured by the overall net income of the Bank or of its Lending Office for any of such LoanLoans by the jurisdiction where the New York Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the BankBank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (3) imposes any other condition materially affecting this Loan Agreement or the Note (or any of such extensions of credit or liabilities)) in an adverse manner. The Bank will notify the Borrower in writing of any event occurring after the date of this Loan Agreement which will entitle the Bank to compensation pursuant to this Section 2.11 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that . The Borrower shall have thirty (i30) if the Bank fails to give such notice within 90 days after it obtains knowledge the receipt of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled written notice to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give remit such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such additional compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the Bank for purposes of this Section 2.11 of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The Borrower Borrowers shall pay to the Bank from time -------------- to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining the Term any LIBOR Loans hereunder or its obligation to make any such Loan hereunder, or any reduction in any amount receivable by the Bank under this Loan Agreement or the Note in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any FederalU.S. federal, state, municipal, or any foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Loan Agreement or the Note in respect of the Term Loan any of such Loans (other than taxes imposed on or measured by the overall net income of the Bank or of its Lending Office for any of such LoanLoans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the BankBank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate; or (3) imposes any other condition affecting this Loan Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower Borrowers of any event occurring after the date of this Loan Agreement which will entitle the Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the Bank for purposes of this Section of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan or on amounts receivable by it in respect of such Loan, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.this

Increased Cost. The From time to time upon notice to the Borrower from the Lender, the Borrower shall pay to the Bank from time to time Lender such amounts as the Bank Lender may determine to be necessary to compensate the Bank Lender for any costs incurred by the Bank Lender which the Bank Lender determines are attributable to its making or maintaining the Term Loan any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank Lender under this Loan Agreement or the Note Notes in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank Lender of or under any FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1a) changes the basis of taxation of any amounts payable to the Bank Lender under this Loan Agreement or the Note Notes in respect of the Term Loan any such Loans (other than taxes Taxes imposed on or measured by the overall net income of the Bank Lender for any of such LoanLoans by the jurisdiction where the Lender Principal Office is located); or (2b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of or credit or other assets of, or any deposits with or other liabilities of, the BankLender (including any of such Loans or any deposits referred to in the definition of LIBOR); or (3c) imposes any other condition affecting this Loan Agreement or the Note Notes (or any of such extensions of credit or liabilities). The Bank Lender will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the Bank Lender to compensation pursuant to this Section 8.5 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that , but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (i6) if months before the Bank fails to give such notice within 90 days after it obtains knowledge date of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the Bank Lender for purposes of this Section 8.5 of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate any the Bank Lender in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The Borrower shall pay to the Bank Agent, for the account of the applicable Bank, from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining the Term any LIBOR Loan hereunder or its obligation to make any such Loan hereunder, or any reduction in any amount receivable by the such Bank under this Loan Agreement or the Note Notes in respect of any such Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any FederalU.S. federal, state, municipal, or any foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Loan Agreement or the Note Notes in respect of the Term any such Loan (other than taxes imposed on or measured by the overall net income of the such Bank for any such LoanLoan by the jurisdiction where the Principal Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the Bankdefinition of LIBOR Rate); or (3) imposes any other condition affecting this Loan Agreement or the Note Notes (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the such Bank to compensation pursuant to this Section 2.11 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the any Bank for purposes of this Section 2.11 of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate the such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. The From time to time upon notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank reasonably determines are attributable to its making or maintaining the Term any LIBOR Loan hereunder or its obligation to make any such Loan hereunder, or any reduction in any amount receivable by the such Bank under this Loan Agreement or the its Note in respect of any such Loan Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any FederalU.S. federal, state, municipal, or foreign laws, rules laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Loan Agreement or the its Note in respect of the Term Loan any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Lending Office for any of such Loans by the Bank for jurisdiction where the Principal Office or such LoanLending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank pertaining to this Agreement (including any of such Loans or any deposits referred to in the Bankdefinition of LIBOR Rate); or (3) imposes any other condition affecting this Loan Agreement or the its Note (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Loan Agreement which will entitle the such Bank to compensation pursuant to this Section 2.13 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the any Bank for purposes of this Section 2.13 of the effect of any Regulatory Change on its costs of making or maintaining the Term Loan Loans or on amounts receivable by it in respect of such LoanLoans, and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.