Common use of Increased Costs and Reduced Return Clause in Contracts

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer shall have determined that any Change in Law shall (i) subject such Agent, such Lender or the L/C Issuer, or any Person controlling such Agent, such Lender or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C Issuer, or change the basis of taxation of payments to such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer or (iii) impose on such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such Lender or the L/C Issuer hereunder, then, upon demand by such Agent, such Lender or the L/C Issuer, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s such other controlling Person’s capital to a level below that which such Agent, such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Agent, such Lender or the L/C Issuer, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer until Payment in Full to such Agent, such Lender or the L/C Issuer at the Reference Rate. A certificate of such Agent, such Lender or the L/C Issuer claiming compensation under this Section 2.10, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, Lender or any Agent or the L/C Issuer shall have determined that any a Change in Law Law, shall (i) subject such Agent, Agent or such Lender or the L/C IssuerLender, or any Person controlling such Agent, such Lender or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or Lender, to any Letter Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of Credit issued by the L/C Issuerdefinition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or change the basis of taxation of payments to such Agentother obligations, such Lender or the L/C Issuer its deposits, reserves, other liabilities or any Person controlling such Agent, such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxes)capital attributable thereto, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C Issuer or (iii) impose on such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of CreditLoan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, Agent or such Lender or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of CreditLoan, or to reduce any amount received or receivable by such Agent, Agent or such Lender or the L/C Issuer hereunder, then, upon demand within twenty (20) days after receipt by the Administrative Borrower from such Agent, Agent or such Lender or of the L/C Issuercertificate required under Section 4.05(c), the Borrowers shall pay to such Agent, Agent or such Lender or the L/C Issuer such additional amounts as will compensate such Agent, Agent or such Lender or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s amounts received or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreementsreceivable. (b) If any Agent, Agent or any Lender or the L/C Issuer shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C IssuerLender, and such Agent, Agent or such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, ’s or such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, ’s or such Lender’s or the L/C Issuer’s such other controlling Person’s capital to a level below that which such Agent, Agent or such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, or such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, ’s or such Lender’s or the L/C Issuer’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand within twenty (20) days after receipt by the Administrative Borrower from such Agent, Agent or such Lender or of the L/C Issuercertificate required under Section 4.05(c), the Borrowers shall pay to such Agent, Agent or such Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, ’s or such Lender’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten twenty (1020) days after the date of demand by any Agent, Agent or any Lender or the L/C Issuer until Payment payment in Full full to such Agent, Agent or such Lender or the L/C Issuer at the Reference Rate. A certificate of such Agent, Agent or such Lender or the L/C Issuer claiming compensation under this Section 2.104.05, specifying the event herein above described and the nature of such event shall be submitted by such Agent, Agent or such Lender or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereofthereof in reasonable detail, and such Agent’s, ’s or such Lender’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error; provided that any such certificate claiming amounts described in clause (i) or (ii) of the proviso set forth in the definition of Change in Law shall, in addition, state the basis upon which such amount has been calculated and certify that such Agent’s or Lender’s method of allocating such costs is fair and reasonable and that such Agent’s or Lender’s demand for payment of such costs hereunder, and such method of allocation, is not inconsistent with its treatment of other borrowers which, as a credit matter, are substantially similar to the Borrowers and which are subject to similar provisions. (d) Failure or delay on the part of If any Lender or Agent becomes entitled to demand compensation claim any additional amounts pursuant to this Section, it shall promptly notify the foregoing provisions Loan Parties of this Section 2.10 shall not constitute a waiver the event by reason of such Lender’s right to demand such compensationwhich it has become so entitled; provided, provided that the Borrowers Loan Parties shall not be required to compensate such Agent, such a Lender or the L/C Issuer Agent pursuant to this Section 2.10 paragraph for any increased costs amounts incurred or reductions suffered more than 180 days six months prior to the date that such Agent, Lender or L/C Issuer, as the case may be, Agent notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and Loan Parties of such Agent’s, Lender’s or L/C IssuerAgent’s intention to claim compensation therefor (except in accordance with Section 4.05(c); provided further that, if the Change in Law circumstances giving rise to such increased costs or reductions is retroactiveclaim have a retroactive effect, then the 180 days such six-month period referred to above shall be extended to include the period of such retroactive effect thereof)effect. (e) The If any Lender or Agent requests compensation or if any Borrower is required to pay any additional amount to any Lender or Agent or if any Borrower is required to pay any additional interest or other amount to any Lender or Agent hereunder, then such Lender or Agent shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the Loan Parties under this Section 2.10 shall survive the termination reasonable judgment of this Agreement and the payment of the Loans and all other such Lender or Agent such designation or assignment (i) would eliminate or reduce amounts payable hereunderhereunder in the future, (ii) would not subject such Lender or Agent to any unreimbursed cost or expense, and (iii) would not otherwise be materially disadvantageous to such Lender or Agent.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer shall have determined that any Change in Law shall (i) subject such Agent, such Lender or the L/C Issuer, or any Person controlling such Agent, such Lender or the L/C Issuer to any taxTax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerIssuer (except for Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes, Indemnified Taxes or change the basis of taxation of payments to Other Connection Income Taxes payable by such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded TaxesIssuer), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (without duplication of any Eurodollar Rate Reserve Percentage adjustments made pursuant to the definition of "Eurodollar Rate") against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer or (iii) impose on such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such Lender or the L/C Issuer hereunder, then, upon demand by such Agent, such Lender or the L/C Issuer, the Borrowers Borrower shall pay to such Agent, such Lender or the L/C Issuer such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s such other controlling Person’s capital to a level below that which such Agent, such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Agent, such Lender or the L/C Issuer, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer until Payment in Full to such Agent, such Lender or the L/C Issuer at the Reference Rate. A certificate of such Agent, such Lender or the L/C Issuer claiming compensation under this Section 2.10, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent Lender or the L/C Issuer Agent shall have determined that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Agent or any Person controlling any such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Agent or any Person controlling any such Lender or the Agent (in Law each case, whether or not having the force of law), shall (i) subject such Agent, such any Lender or the L/C IssuerAgent, or any Person controlling such Agent, any such Lender or the L/C Issuer Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerAgent, or change the basis of taxation of payments to such Agent, any Lender or the Agent or any Person controlling any such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer Agent of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of any Lender or the Agent or any Person controlling any such Lender or the Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, any Lender or the Agent or any Person controlling any such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer Agent or (iii) impose on such Agent, any Lender or the Agent or any Person controlling any such Lender or the L/C Issuer Agent or any Person controlling such Agent, such Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of CreditLoan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such any Lender or the L/C Issuer Agent of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of CreditLoan, or to reduce any amount received or receivable by such Agent, such any Lender or the L/C Issuer Agent hereunder, then, upon within ten (10) days after demand and receipt of a detailed calculation and statement of cause by such the Agent, such Lender or on behalf of the L/C Issueraffected Lenders, the Borrowers Borrower shall pay to such the Agent, such Lender or for the L/C Issuer benefit of the affected Lenders, such additional amounts as will compensate such Agent, such Lender or the L/C Issuer Lenders for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer Agent shall have determined that any Change Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Agent or any Person controlling such Lender or the Agent with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such any Lender or the L/C Issuer Agent or any Person controlling such Agent, such Lender or the L/C IssuerAgent, and such Agent, such any Lender or the L/C Issuer Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans Loan made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such any Lender’s 's or the L/C Issuer’s Agent's or any such other controlling Person’s 's other obligations hereunder, ; or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such any Lender’s 's or the L/C Issuer’s Agent's any such other controlling Person’s 's capital to a level below that which such Agent, such Lender or the L/C Issuer Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans Loan made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make LoansLoan, to issue Letters of Credit or such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Lender's, Agent’s, such Lender’s 's or the L/C Issuer’s or such other controlling Person’s 's policies with respect to capital adequacy), then, upon within ten (10) days after demand and receipt of a detailed calculation and statement of cause by such the Agent, such Lender or on behalf of the L/C Issueraffected Lenders, the Borrowers Borrower shall pay to such the Agent, for the benefit of such Lender or the L/C Issuer affected Lenders, from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer Lenders for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's or such other controlling Person’s 's capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 3.05 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer Agent until Payment payment in Full full to such Agent, such Lender or the L/C Issuer Agent at the Reference Rate. A certificate of such the Agent, such Lender or on behalf of the L/C Issuer affected Lenders, claiming compensation under this Section 2.103.05, specifying the event herein above described and the nature of such event shall be submitted by such the Agent, such Lender or on behalf of the L/C Issuer affected Lenders, to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such the Agent’s, such Lender’s or the L/C Issuer’s 's reasons for invoking the provisions of this Section 2.103.05, and shall be final and conclusive rebuttably presumed to be correct, absent manifest error. (d) Failure or delay on the part of If any Lender to demand incurs increased costs and requests compensation pursuant to the foregoing provisions of under this Section 2.10 shall not constitute 3.05, then the Borrower may (i) request such Lender use reasonable efforts to designate a waiver different lending office for booking its loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches, or Affiliates, if in the judgment of such Lender’s right , such designation or assignment (A) would eliminate or reduce amounts payable pursuant to demand Section 3.05 hereof, and (B) would not subject such Lender to any unreimbursed cost or expense, and would not otherwise be disadvantageous to such Lender. The Borrower shall pay all reasonable costs and expenses incurred by such Lender in connection with any such designation of assignment; and (ii) at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.07), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (A) if such assignee is not an existing Lender, the Borrower shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Pro Rata Share of the Loan, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, which shall be paid to the Agent for distribution to such Lender) and (C) such assignment will result in a reduction in such compensation; provided, that the Borrowers payments or costs. A Lender shall not be required to compensate make any such Agentassignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the L/C Issuer pursuant circumstances entitling the Borrower to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior require such assignment and delegation cease to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof)apply. (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, Lender or any Agent or the L/C Issuer shall have determined that any Change in Law shall (i) subject such Agent, Agent or such Lender or the L/C IssuerLender, or any Person controlling such Agent, Agent or such Lender or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerLender, or change the basis of taxation of payments to such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of such Agent or such Lender or any Person controlling such Agent or such Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C Issuer or (iii) impose on such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of CreditLoan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, Agent or such Lender or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of CreditLoan, or to reduce any amount received or receivable by such Agent, Agent or such Lender or the L/C Issuer hereunder, then, upon demand by such Agent, Agent or such Lender or the L/C IssuerLender, the Borrowers shall pay to such Agent, Agent or such Lender or the L/C Issuer such additional amounts as will compensate such Agent, Agent or such Lender or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, Agent or any Lender or the L/C Issuer shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C IssuerLender, and such Agent, Agent or such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans Loan made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, 's or such Lender’s or the L/C Issuer’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, 's or such Lender’s or the L/C Issuer’s 's such other controlling Person’s 's capital to a level below that which such Agent, Agent or such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans Loan made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loansany Loan, to issue Letters of Credit or such Agent’s, 's or such Lender’s or the L/C Issuer’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Agent’s, 's or such Lender’s or the L/C Issuer’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Agent, Agent or such Lender or the L/C IssuerLender, the Borrowers shall pay to such Agent, Agent or such Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agent, Agent or such Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, 's or such Lender’s or the L/C Issuer’s 's or such other controlling Person’s 's capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 shall bear interest from the date that is ten (10) 10 days after the date of demand by any Agent, Agent or any Lender or the L/C Issuer until Payment payment in Full full to such Agent, Agent or such Lender or the L/C Issuer at the Reference Rate. A certificate of such Agent, Agent or such Lender or the L/C Issuer claiming compensation under this Section 2.10, specifying the event herein above described and the nature of such event shall be submitted by such Agent, Agent or such Lender or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, 's or such Lender’s or the L/C Issuer’s 's reasons for invoking the provisions of this Section 2.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided, provided that the Borrowers shall not be required to compensate such Agent, such a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days six months prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, reductions and of such Agent’s, Lender’s or L/C Issuer’s 's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any the Administrative Agent or the L/C Issuer shall have determined that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender, Administrative Agent or the L/C Issuer or any Person controlling any such Lender, Administrative Agent or the L/C Issuer with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender, Administrative Agent or the L/C Issuer or any Person controlling any such Lender, Administrative Agent or the L/C Issuer (in Law each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, shall (i) subject such Agentany Lender, such Lender Administrative Agent or the L/C Issuer, or any Person controlling any such AgentLender, such Lender Administrative Agent or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or Administrative Agent or such Lender or any Letter of Credit issued by the L/C Issuer, or change the basis of taxation of payments to such Agentany Lender, such Lender Administrative Agent or the L/C Issuer or any Person controlling any. such AgentLender, such Lender Administrative Agent or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes franchise taxes and Excluded Taxestaxes on the overall net income of any Lender, Administrative Agent or the L/C Issuer or any Person controlling any such Lender, Administrative Agent or the L/C Issuer), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agentany Lender, such Lender Administrative Agent or the L/C Issuer or any Person controlling any such AgentLender, such Lender Administrative Agent or the L/C Issuer or (iii) impose on such Agentany Lender, such Lender Administrative Agent or the L/C Issuer or any Person controlling any such AgentLender, such Lender Administrative Agent or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agentany Lender, such Lender Administrative Agent or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agentany Lender, such Lender Administrative Agent or the L/C Issuer hereunder, then, upon demand by any such AgentLender, such Lender Administrative Agent or the L/C Issuer, the Borrowers shall pay within ten (10) days after demand, to such AgentLender, such Lender Administrative Agent or the L/C Issuer such additional amounts as will compensate such AgentLender, such Lender Administrative Agent or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any AgentLender, any Lender Administrative Agent or the L/C Issuer shall have determined that any Change Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender, Administrative Agent or the L/C Issuer or any Person controlling such Lender, Administrative Agent or the L/C Issuer with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, either (i) affects or would affect the amount of capital required or expected to be maintained by such Agentany Lender, such Lender Administrative Agent or the L/C Issuer or any Person controlling such AgentLender, such Lender Administrative Agent or the L/C Issuer, and such Agentany Lender, such Lender Administrative Agent or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agentany Lender’s, such LenderAdministrative Agent’s or the L/C Issuer’s or any such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agentany Lender’s, such LenderAdministrative Agent’s or the L/C Issuer’s any such other controlling Person’s capital to a level below that which such AgentLender, such Lender Administrative Agent or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such AgentLender’s, such LenderAdministrative Agent’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such AgentLender’s, such LenderAdministrative Agent’s or the L/C Issuer’s or such other controlling Person’s policies with respect to capital adequacy), then, upon within ten (10) days of demand by such Agentany Lender, such Lender Administrative Agent or the L/C Issuer, the Borrowers shall pay to such AgentLender, such Lender Administrative Agent or the L/C Issuer from time to time such additional amounts as will compensate such AgentLender, such Lender Administrative Agent or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such AgentLender’s, such LenderAdministrative Agent’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.04 shall bear interest from the date that is ten (10) days after the date of demand by any AgentLender, any Lender Administrative Agent or the L/C Issuer until Payment payment in Full full to such AgentLender, such Lender Administrative Agent or the L/C Issuer at the Reference Base Rate. A certificate of such AgentLender, such Lender Administrative Agent or the L/C Issuer claiming compensation under this Section 2.104.04, specifying the event herein above described and the nature of such event shall be submitted by such AgentLender, such Lender Administrative Agent or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such AgentLender’s, such LenderAdministrative Agent’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.104.04, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such AgentLender, such Lender the Administrative Agent or the L/C Issuer pursuant to this Section 2.10 4.04 for any increased costs incurred or reductions suffered incurred more than 180 days prior to the date that such AgentLender, Lender the Administrative Agent or the L/C Issuer, as the case may be, Issuer notifies the Administrative Borrower in writing of the Change in Law giving rise to such increased costs or reductions, reductions and of such AgentLender’s, Lenderthe Administrative Agent’s or L/C Issuer’s intention to claim compensation therefor (except thatthereof, if the Change in Law giving rise unless such amount became due or payable during such 180 day period and retroactively applies to a date occurring prior to such increased costs 180 day period, in which case the Borrowers shall compensate such Lender, the Administrative Agent or reductions is retroactive, then the 180 days period referred L/C Issuer pursuant to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder4.04.

Increased Costs and Reduced Return. (a) If any Lender, Lender or any Agent or the L/C Issuer shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or any Agent or any Person controlling any such Agent or any such Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or any Agent or any Person controlling any such Agent or any such Lender (in each case, whether or not having the force of law) (each a “Change in Law Law”), shall (i) subject such Agent, Agent or such Lender or the L/C IssuerLender, or any Person controlling such Agent, Agent or such Lender or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerLender, or change the basis of taxation of payments to such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of such Agent or such Lender or any Person controlling such Agent or such Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C Issuer or (iii) impose on such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of CreditLoan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, Agent or such Lender or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, Loan or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, Agent or such Lender or the L/C Issuer hereunder, then, upon demand by such Agent, Agent or such Lender or the L/C IssuerLender, the Borrowers Borrower shall pay to such Agent, Agent or such Lender or the L/C Issuer such additional amounts as will compensate such Agent, Agent or such Lender or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, Agent or any Lender or the L/C Issuer shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C IssuerLender, and such Agent, Agent or such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, ’s or such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, ’s or such Lender’s or the L/C Issuer’s such other controlling Person’s capital to a level below that which such Agent, Agent or such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto maintained or any agreement to make Loans, to issue Letters of Credit Loans or such Agent’s, ’s or such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, ’s or such Lender’s or the L/C Issuer’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Agent, Agent or such Lender or the L/C IssuerLender, the Borrowers Borrower shall pay to such Agent, Agent or such Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agent, Agent or such Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, ’s or such Lender’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.04 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, Agent or any Lender or the L/C Issuer until Payment payment in Full full to such Agent, Agent or such Lender or the L/C Issuer at the Reference Rateinterest rate per annum equal to 20%. A certificate of such Agent, Agent or such Lender or the L/C Issuer claiming compensation under this Section 2.104.04, specifying the event herein above described and the nature of such event shall be submitted by such Agent, Agent or such Lender or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, ’s or such Lender’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.104.04, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer Lender shall have determined that any Change in Law shall (i) subject such Agent, such the Lender or the L/C Issuer, or any Person controlling such Agent, such Lender or the L/C Issuer to any tax, duty or other charge Taxes with respect to this Agreement or any Loan made by such Agent the Lender (other than Taxes that are (A) Indemnified Taxes, (B) Taxes described in any of clauses (b) through (f) of the definition of Excluded Taxes or such Lender or any Letter of Credit issued by the L/C Issuer(C) Connection Income Taxes) on its loans, loan principal, commitments, or change the basis of taxation of payments to such Agentother obligations, such Lender or the L/C Issuer its deposits, reserves, other liabilities or any Person controlling such Agent, such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxes)capital attributable thereto, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such the Lender or the L/C Issuer or any Person controlling such Agent, such the Lender or the L/C Issuer or (iii) impose on such Agent, such the Lender or the L/C Issuer or any Person controlling such Agent, such the Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of CreditLoan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such the Lender or the L/C Issuer of making or maintaining any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of CreditLoan, or to reduce any amount received or receivable by such Agentthe Lender for making or maintaining any Loan, such or agreeing to make any Loan, or to reduce any amount received or receivable by the Lender or the L/C Issuer hereunder, then, upon demand by such Agent, such Lender or the L/C IssuerLender, the Borrowers Parent shall pay to such Agent, such the Lender or the L/C Issuer such additional amounts as will compensate such Agent, such the Lender or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agentthe Lender shall have, any Lender or the L/C Issuer shall have in good faith, reasonably determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such the Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C IssuerLender, and such Agent, such the Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such the Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such the Lender’s or the L/C Issuer’s such other controlling Person’s capital to a level below that which such Agent, such the Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, such Lender’s or the L/C IssuerLender’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, such the Lender’s or the L/C Issuer’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Agent, such Lender or the L/C IssuerLender, the Borrowers Parent shall pay to such Agent, such the Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agent, such the Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such the Lender’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 2.08 shall bear interest from the date that is ten (10) 10 days after the date of demand by any Agent, any the Lender or until payment in full to the L/C Issuer until Payment in Full Lender at a rate per annum equal to such Agent, such Lender or the L/C Issuer at the Reference RateInterest Percentage. A certificate reasonably detailed document of such Agent, such the Lender or the L/C Issuer claiming compensation under this Section 2.102.08, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such the Lender or the L/C Issuer to the Administrative BorrowerParent, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such the Lender’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.102.08, and shall be final and conclusive absent manifest error. (d) Failure The Lender shall give prompt notice to Borrower of any claim for additional amounts pursuant to this Section 2.08; provided, that any failure or delay on the part of any the Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 2.08 shall not constitute a waiver of such the Lender’s right to demand such compensation; provided, provided that the Borrowers Parent shall not be required to compensate such Agent, such the Lender or the L/C Issuer pursuant to the foregoing provisions of this Section 2.10 2.08 for any increased costs incurred or reductions suffered more than 180 days six months prior to the date that such Agent, the Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower Parent of the Change in Law giving rise to such increased costs or reductions, reductions and of such Agent’s, the Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days six-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 2.08 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer shall have determined that any Change in Law shall (i) subject such Agent, such Lender or the L/C Issuer, or any Person controlling such Agent, such Lender or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C Issuer, or change the basis of taxation of payments to such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer or (iii) impose on such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer any other condition (other than with respect to the matters specifically described (or excluded from) clause (i) and (ii) above) regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such Lender or the L/C Issuer hereunder, then, upon demand by such Agent, such Lender or the L/C Issuer, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a2.20(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a2.20(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s such other controlling Person’s capital to a level below that which such Agent, such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Agent, such Lender or the L/C Issuer, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b2.20(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b2.20(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 2.20 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer until Payment in Full to such Agent, such Lender or the L/C Issuer at the Reference Base Rate. A certificate of such Agent, such Lender or the L/C Issuer claiming compensation under this Section 2.102.20, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.102.20, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 2.20 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 2.20 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 2.20 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (f) The Borrowers shall pay to each Lender (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits, additional interest on the unpaid principal amount of each Loan under the Euro-Rate Option equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement under Regulation D or under any similar, successor or analogous requirement of the Board of Governors of the Federal Reserve System (or any successor) or any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Loans under the Euro-Rate Option, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), which in each case shall be due and payable on each date on which interest is payable on such Loan; provided that in each case the Borrowers shall have received at least ten days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender and such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements. If a Lender fails to give notice ten days prior to the relevant Payment Date, such additional interest or costs shall be due and payable ten days from receipt of such notice.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer Lender shall have determined that any Change in Law shall (i) subject such Agent, such Lender or the L/C IssuerLender, or any Person controlling such AgentLender, such Lender or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerLender, or change the basis of taxation of payments to such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of such Lender or any Person controlling such Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Lender or the L/C Issuer or any Person controlling such AgentLender, such Lender or the L/C Issuer or (iii) impose on such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of CreditLoan, and the result of any event referred to in clauses clause (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, Loan or agreeing to make any Loan or issue, guaranty or participate in any Letter of CreditLoan, or to reduce any amount received or receivable by such Agent, such Lender or the L/C Issuer hereunder, then, upon demand by such Agent, such Lender or the L/C IssuerLender, the Borrowers Borrower shall pay to such Agent, such Lender or the L/C Issuer such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C IssuerLender, and such Agent, such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued maintained or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s such other controlling Person’s capital to a level below that which such Agent, such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, consideration such Lender’s or the L/C Issuer’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Agent, such Lender or the L/C IssuerLender, the Borrowers Borrower shall pay to such Agent, such Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or until payment in full to the L/C Issuer until Payment in Full to such Agent, such Lender or the L/C Issuer Administrative Agent at the Reference Rate. A certificate of such Agent, such Lender or the L/C Issuer claiming compensation under this Section 2.10, specifying the event herein above hereinabove described and the nature of such event event, shall be submitted by such Agent, such Lender or the L/C Issuer to the Administrative Agent and the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, provided that the Borrowers Borrower shall not be required to compensate such Agent, such a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days nine (9) months prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, reductions and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days nine‑month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender or any Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or any Agent or any Person controlling any such Lender or any such Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender, any Agent or any Person controlling any such Lender, any such Agent (in each case, whether or not having the L/C Issuer shall have determined that any force of law) (each, a “Change in Law Law”), shall (i) subject such Agentany Lender, such Lender or the L/C Issuer, any Agent or any Person controlling such Agent, any such Lender or the L/C Issuer any such Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent Lender or such Lender or any Letter of Credit issued by the L/C Issuer, Agent or change the basis of taxation of payments to such Agentany Lender, such Lender or the L/C Issuer any Agent or any Person controlling such Agent, any such Lender or the L/C Issuer any such Agent of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of any Lender, any Agent or any Person controlling any such Lender or any such Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agentany Lender, such Lender or the L/C Issuer any Agent or any Person controlling such Agent, any such Lender or the L/C Issuer any such Agent or (iii) impose on such Agentany Lender, such Lender or the L/C Issuer any Agent or any Person controlling such Agent, any such Lender or the L/C Issuer any such Agent any other condition regarding this Agreement or any Loan or Letter of CreditLoan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such any Lender or the L/C Issuer any Agent of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such any Lender or the L/C Issuer any Agent hereunder, then, upon demand by any such Lender or any such Agent, such Lender or the L/C Issuer, the Borrowers Borrower shall pay to such Agent, such Lender or the L/C Issuer such Agent such additional amounts as will compensate such AgentLender, or such Lender or the L/C Issuer Agent for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer any Agent shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agentany Lender, such Lender or the L/C Issuer any Agent or any Person controlling such Agent, such Lender or the L/C Issuer, such Agent and such Agent, such any Lender or the L/C Issuer any Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued any Lender’s, any Agent’s or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such any Lender’s or the L/C Issuerany Agent’s any such other controlling Person’s capital to a level below that which such AgentLender, such Lender or the L/C Issuer Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such AgentLender’s, such Lender’s or the L/C IssuerAgent’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such AgentLender’s, or such Lender’s or the L/C IssuerAgent’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such any Lender or any Agent, such Lender or the L/C Issuer, the Borrowers Borrower shall pay to such Agent, such Lender or the L/C Issuer such Agent from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer such Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuersuch Agent’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer any Agent until Payment payment in Full full to such Agent, such Lender or the L/C Issuer such Agent at the Reference Rate. A certificate of such Agent, such Lender or the L/C Issuer such Agent claiming compensation under this Section 2.104.05, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer such Agent to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuersuch Agent’s reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent Lender or the L/C Issuer shall have determined determined, after the Effective Date, that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in Law shall (i) subject such Agentthe interpretation or administration thereof by, such Lender any court, central bank or other administrative or Governmental Authority, or compliance by the L/C Issuer, Issuer or any Lender or any Person controlling such Agent, any such Lender or the L/C Issuer to with any tax, duty directive of or guideline from any central bank or other charge with respect Governmental Authority or the introduction of or change in any accounting principles applicable to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C Issuer, any Lender, or change the basis of taxation of payments to such Agent, any Person controlling any such Lender or the L/C Issuer (in each case, whether or any Person controlling such Agent, such Lender or not having the L/C Issuer force of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxeslaw), shall (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Revolving Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, the L/C Issuer or any Lender, or any Person controlling any such Agent, Lender or the L/C Issuer or (ii) impose on the L/C Issuer or any Lender or any Person controlling any such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer or (iii) impose on such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer any other condition regarding this Agreement or any Revolving Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iiiii) above shall be to increase the cost to such Agent, such Lender or the L/C Issuer or any Lender of making any Revolving Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Revolving Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such Lender or the L/C Issuer or any Lender hereunder, then, upon no later than 30 days following demand by such Agent, such Lender or the L/C IssuerIssuer or such Lender, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer or such Lender such additional amounts as will compensate such Agent, such Lender or the L/C Issuer or such Lender for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer shall have determined determined, after the Effective Date, that any Change Capital Guideline or adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by the L/C Issuer, any Lender or any Person controlling such L/C Issuer or any Lender with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agentthe L/C Issuer, such any Lender or any Person controlling such L/C Issuer or any Lender, and the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Revolving Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s, any Lender’s or any such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s, any Lender’s or any such other controlling Person’s capital to a level below that which such AgentL/C Issuer, such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Revolving Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Revolving Loans, to issue Letters of Credit or such AgentL/C Issuer’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, consideration such AgentL/C Issuer’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s policies with respect to capital adequacy), then, upon no later than 30 days following demand by such Agent, such Lender or the L/C IssuerIssuer or any Lender, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer or such Lender from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer or such Lender for such cost of maintaining such increased capital or such reduction in the rate of return on such AgentL/C Issuer’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer or a Lender until Payment payment in Full full to such Agent, such Lender or the L/C Issuer or such Lender at the Reference Base Rate. A certificate of such Agent, such Lender or the L/C Issuer or any Lender claiming compensation under this Section 2.10, 4.05 specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer or such Lender to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, thereof and such Agent’s, such Lender’s or the L/C Issuer’s or such Lender’s reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive presumptive evidence of such additional amounts absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer shall have determined that any Change in Law shall Law: (i) subject such Agent, such subjects any Lender or Issuing Bank (or its Applicable Lending Office) to any Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the L/C Issuerdefinition of Excluded Taxes and (C) Connection Income Taxes) on its Loans, Letters of Credit, Commitments, or any Person controlling such Agent, such Lender or other obligations under the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerDocuments, or change the basis of taxation of payments to such Agentits deposits, such Lender reserves, other liabilities or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxes), capital attributable thereto; or (ii) imposeimposes, modify modifies or deem deems applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against any Loan(including, without limitation, any Letter such requirement imposed by the Board of Credit or Governors of the Federal Reserve System, but excluding for any Loan any such requirement included in an applicable Statutory Reserve Rate) against assets of or held byof, or deposits with or for the account of, or credit extended by, such Agent, such any Lender or the L/C Issuer Issuing Bank (or its Applicable Lending Office) or imposes on any Person controlling such Agent, such Lender or Issuing Bank (or its Applicable Lending Office) or on the L/C Issuer or (iii) impose on such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer London interbank market any other condition regarding this Agreement condition, cost or any Loan or Letter expense (other than Taxes) affecting its Loans, Letters of Credit, any Reimbursement Obligations owed to it, or its participation in any thereof, or its obligation to advance or maintain Loans, or to issue, extend the expiration date of, or increase the amount of Letters of Credit or participate in any thereof; and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Agent, such Lender or the L/C Issuer Issuing Bank (or its Applicable Lending Office) of making advancing, continuing, converting, or maintaining any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing maintaining its obligation to make any Loan such Loan, or issuing or maintaining a Letter of Credit or participating therein (or maintaining its obligation to issue, guaranty extend the expiration date of, increase the amount of or participate in any Letter of Credit), or to reduce the amount of any amount sum received or receivable by such AgentLender or Issuing Bank (or its Applicable Lending Office) in connection therewith under this Agreement or any other Credit Document, then, subject to Section 8.3(d), from time to time, within ten (10) days after receipt of a certificate from such Lender or Issuing Bank (with a copy to the L/C Issuer hereunderAdministrative Agent) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, then, upon demand by such Agent, the Borrower shall be obligated to pay to such Lender or the L/C Issuer, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer Issuing Bank such additional amount or amounts as will compensate such Agent, such Lender or the L/C Issuer Issuing Bank for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreementssuffered. (b) If any Agent, the Administrative Agent or any Lender or the L/C Issuer Issuing Bank shall have determined that any Change in Law either (i) affects affecting the Administrative Agent or would affect the amount of capital required or expected to be maintained by such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunderIssuing Bank, or (ii) its Applicable Lending Office, regarding liquidity or capital adequacy, has or would have the effect of reducing the rate of return on such Agent’s, such Lender’s or Issuing Bank’s capital, or on the L/C Issuer’s capital of any Person controlling such other controlling Person’s capital Lender or Issuing Bank, as a consequence of its obligations hereunder to a level below that which such Agent, such Lender or the L/C Issuer or such controlling Person Issuing Bank could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, Change in Law (taking into consideration such Lender’s or the L/C IssuerIssuing Bank’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s or the L/C Issuer’s or such other its controlling Person’s policies with respect to capital adequacyadequacy in effect immediately before such Change in Law or compliance) then, subject to Section 8.3(d), then, upon demand by such Agent, such Lender or the L/C Issuer, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agenttime, such Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 shall bear interest from the date that is within ten (10) days after the date its receipt of demand by any Agent, any Lender or the L/C Issuer until Payment in Full to such Agent, a certificate from such Lender or Issuing Bank (with a copy to the L/C Issuer at Administrative Agent) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the Reference Ratebasis thereof, the Borrower shall pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such reductions suffered. (c) If the cost to any Lender of making or maintaining any Loan to, or participating in any Letter of Credit issued for the account of or made to, the Borrower is increased (or the amount of any sum received or receivable by any Lender (or its Applicable Lending Office) is reduced) by an amount deemed by such Lender to be material, by reason of the fact that the Borrower is incorporated in, or conducts business in, a jurisdiction other than the United States of America, the Cayman Islands, or other Specified Jurisdictions, the Borrower shall, subject to Section 8.3(d), indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Agent, such Lender or the L/C Issuer claiming compensation under this Section 2.10, specifying the event herein above described 8.3(c) and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due or amounts to be paid to it hereunder (and an explanation of the basis for the calculation thereofof such amount or amounts) shall be conclusive in the absence of manifest error. Notwithstanding the foregoing, and no Lender shall be entitled to compensation under this Section 8.3(c) to the extent the increased costs for which such Agent’sLender is claiming compensation have been or are being incurred at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s or assignor was entitled immediately prior to the L/C Issuer’s reasons for invoking the provisions of assignment to such Lender to receive compensation with respect to such increased costs pursuant to this Section 2.108.3(c). The foregoing provisions shall not apply to Taxes on payments by any Loan Party hereunder, and which shall be final and conclusive absent manifest errorgoverned solely by Section 3.3. (d) Failure The Administrative Agent and each Lender and Issuing Bank that determines to seek compensation or delay on the part of any Lender to demand compensation pursuant additional interest under this Section 8.3 or Section 2.15 shall give written notice to the foregoing provisions Borrower and, in the case of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that Lender or Issuing Bank other than the Borrowers shall not be required to compensate such Administrative Agent, the Administrative Agent, of the circumstances that entitle the Administrative Agent or such Lender or Issuing Bank to such compensation no later than one hundred eighty (180) days after the L/C Issuer pursuant Administrative Agent or such Lender or Issuing Bank receives actual notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of another event giving rise to this Section 2.10 for a claim hereunder. In any increased costs incurred or reductions suffered more than 180 days event the Borrower shall not have any obligation to pay any amount with respect to claims accruing prior to the date that 180th day preceding such Agentwritten demand, Lender except if the law, rule, order or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law interpretation giving rise to such increased costs or reductionsrequest for compensation has retroactive effect, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor one hundred eighty (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days 180) day period referred to above shall be extended to include such retroactive period. The Administrative Agent and each Lender and Issuing Bank shall use reasonable efforts to avoid the period need for, or reduce the amount of, such compensation, additional interest, and any payment under Section 3.3, including, without limitation, the designation of retroactive effect thereof). a different Applicable Lending Office, if such action or designation will not, in the sole judgment of the Administrative Agent or such Lender or Issuing Bank made in good faith, be otherwise disadvantageous to it; provided that (ei) The the foregoing shall not in any way affect the rights of any Lender or Issuing Bank or the obligations of the Loan Parties Borrower under this Section 2.10 8.3 or Section 2.15, (ii) no Lender or Issuing Bank shall survive be obligated to make its Eurocurrency Loans hereunder or fund any amount due in respect of a Letter of Credit at any office located in the termination United States of this Agreement America, and (iii) the payment Borrower shall pay the Lender’s reasonable costs and expenses incurred in connection with any such designation of a different Applicable Lending Office. A certificate of the Loans Administrative Agent or any Lender or Issuing Bank, as applicable, claiming compensation or additional interest under this Section 8.3 or Section 2.15, and all other setting forth the additional amount or amounts payable hereunderto be paid to it hereunder and accompanied by a statement prepared by the Administrative Agent or such Lender or Issuing Bank, as applicable, describing in reasonable detail the calculations thereof, shall be conclusive absent manifest error. In determining such amount, such Lender or Issuing Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Return. (a) If any Lender, Lender or any Agent or the L/C Issuer shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or any Agent or any Person controlling any such Agent or any such Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or any Agent or any Person controlling any such Agent or any such Lender (in each case, whether or not having the force of law) (each a “Change in Law Law”), shall (i) subject such Agent, such Lender Agent or the L/C Issuerany Lender, or any Person controlling such Agent, such Agent or any Lender or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerLender, or change the basis of taxation of payments to such Agent, such Agent or any Lender or the L/C Issuer or any Person controlling such Agent, such Agent or any Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of such Agent or any Lender or any Person controlling such Agent or any Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Agent or any Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C Issuer or (iii) impose on such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, such Agent or any Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of CreditLoan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender Agent or the L/C Issuer Lender of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, Loan or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such Agent or any Lender or the L/C Issuer hereunder, then, upon demand by such Agent, such Lender Agent or the L/C IssuerLender, the Borrowers Borrower shall pay to such Agent, Agent or such Lender or the L/C Issuer such additional amounts as will compensate such Agent, Agent or such Lender or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, Agent or any Lender or the L/C Issuer shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such Lender Agent or the L/C Issuer Lender or any Person controlling such Agent, Agent or such Lender or the L/C IssuerLender, and such Agent, Agent or such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Term Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C IssuerLender’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, ’s or such Lender’s or the L/C Issuer’s such other controlling Person’s capital to a level below that which such Agent, Agent or such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto maintained or any agreement to make Loans, to issue Letters of Credit Term Loans or such Agent’s, ’s or such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s or the L/C IssuerLender’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Agent, such Lender Agent or the L/C IssuerLender, the Borrowers Borrower shall pay to such Agent, Agent or such Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agent, Agent or such Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, ’s or such Lender’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, Agent or any Lender or the L/C Issuer until Payment payment in Full full to such Agent, Agent or such Lender or the L/C Issuer at the Reference Ratean annual interest rate of 15%. A certificate of such Agent, such Lender Agent or the L/C Issuer Lender claiming compensation under this Section 2.104.05, specifying the event herein above described and the nature of such event shall be submitted by such Agent, Agent or such Lender or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, ’s or such Lender’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent Lender or the L/C Issuer shall have determined that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in Law shall (i) subject such Agentthe interpretation or administration thereof by, such Lender any court, central bank or other administrative or Governmental Authority, or compliance by the L/C Issuer, Issuer or any Lender or any Person controlling such Agent, any such Lender or the L/C Issuer to with any tax, duty directive of or guideline from any central bank or other charge with respect Governmental Authority or the introduction of or change in any accounting principles applicable to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerIssuer or any Lender or any Person controlling any such Lender or the L/C Issuer (in each case, whether or not having the force of law), shall (i) change the basis of taxation of payments to such Agent, such Lender or the L/C Issuer or any Lender or any Person controlling such Agent, any such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of the L/C Issuer or any Lender or any Person controlling any such Lender or the L/C Issuer), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Lender or the L/C Issuer or any Lender, or any Person controlling such Agent, any such Lender or the L/C Issuer or (iii) impose on such Agent, such Lender or the L/C Issuer or any Lender or any Person controlling such Agent, any such Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender or the L/C Issuer or any Lender of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such Lender or the L/C Issuer or any Lender hereunder, then, upon demand by such Agent, such Lender or the L/C IssuerIssuer or such Lender, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer or such Lender such additional amounts as will compensate such Agent, such Lender or the L/C Issuer or such Lender for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer shall have determined that any Change Capital Guideline or adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by the L/C Issuer, any Lender or any Person controlling such L/C Issuer or any Lender with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agentthe L/C Issuer, such any Lender or any Person controlling such L/C Issuer or any Lender, and the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s 's, any Lender's or any such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s 's, any Lender's, any such other controlling Person’s 's capital to a level below that which such AgentL/C Issuer, such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, such Lender’s or the L/C Issuer’s or 's, such Lender's, such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, consideration such Agent’s, such Lender’s or the L/C Issuer’s 's, such Lender's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Agent, such Lender or the L/C IssuerIssuer or any Lender, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer or such Lender from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer or such Lender for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s 's, such Lender's or such other controlling Person’s 's capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer or a Lender until Payment payment in Full full to such Agent, such Lender or the L/C Issuer or such Lender at the Reference Base Rate. A certificate of such Agent, such Lender or the L/C Issuer or any Lender claiming compensation under this Section 2.10, 4.05 specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer or such Lender to the Administrative a Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuer’s 's or such Lender's reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any LenderLender or any Agent shall have determined that, after the Effective Date, the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or any Agent or any Person controlling any such Lender or any such Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the L/C Issuer shall have determined that introduction of, or change in, any accounting principles applicable to any Lender or any Agent or any Person controlling any such Lender or any such Agent (in each case, whether or not having the force of law) (each, a "Change in Law Law"), shall (i) subject such Agent, such Lender or the L/C Issuersuch Agent, or any Person controlling such Agent, such Lender or the L/C Issuer such Agent to any tax, duty or other charge with respect to this Agreement or any LIBOR Rate Loan made by such Agent Lender or such Lender or any Letter of Credit issued by the L/C IssuerAgent, or change the basis of taxation of payments to such Agent, such Lender or the L/C Issuer such Agent or any Person controlling such Agent, such Lender or the L/C Issuer such Agent of any amounts payable hereunder in respect of LIBOR Rate Loans (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of such Lender or such Agent or any Person controlling such Lender or such Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (other than the Reserve Percentage) against any Loan, any Letter of Credit LIBOR Rate Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Lender or the L/C Issuer such Agent or any Person controlling such Agent, such Lender or the L/C Issuer such Agent or (iii) impose on such Agent, such Lender or the L/C Issuer such Agent or any Person controlling such Agent, such Lender or the L/C Issuer such Agent any other condition regarding this Agreement or any Loan or Letter of CreditLIBOR Rate Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender or the L/C Issuer such Agent of making any LIBOR Rate Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of CreditLoan, or to reduce any amount received or receivable by such AgentLender or such Agent hereunder in respect of LIBOR Rate Loans, then, within 15 days of written demand by such Lender or the L/C Issuer hereunder, then, upon demand by such Agent, such Lender or the L/C Issuer, the Borrowers Borrower shall pay to such Agent, such Lender or the L/C Issuer such Agent such additional amounts as will compensate such Agent, such Lender or the L/C Issuer such Agent for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer any Agent shall have determined that any Change in Law after the Effective Date either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such Lender or the L/C Issuer such Agent or any Person controlling such Lender or such Agent, and such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued such Lender's or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Lender's or such Agent’s, such Lender’s 's or the L/C Issuer’s such other controlling Person’s 's capital to a level below that which such Agent, such Lender or the L/C Issuer such Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Lender's or such Agent’s, such Lender’s or the L/C Issuer’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Lender's or such Agent’s, such Lender’s or the L/C Issuer’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon within 15 days of written demand by such Lender or such Agent, such Lender or the L/C Issuer, the Borrowers Borrower shall pay to such Agent, such Lender or the L/C Issuer such Agent from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer such Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Lender's or such Agent’s, such Lender’s or the L/C Issuer’s 's or such other controlling Person’s 's capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 3.05 shall bear interest from the date that is ten (10) 15 days after the date of written demand by any Agent, any Lender or the L/C Issuer any Agent until Payment payment in Full full to such Agent, such Lender or the L/C Issuer such Agent at the Reference Rate. A certificate of such Agent, such Lender or the L/C Issuer such Agent claiming compensation under this Section 2.103.05, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer such Agent to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Lender's or such Agent’s, such Lender’s or the L/C Issuer’s 's reasons for invoking the provisions of this Section 2.103.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers The Borrower shall not be required to compensate such Agent, such any Agent or any Lender or the L/C Issuer pursuant to this Section 2.10 3.05 for any increased costs incurred or reductions suffered incurred more than 180 days prior to the date that such Agent, Agent or such Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, reductions and of such Agent’s, 's or such Lender’s or L/C Issuer’s 's intention to claim compensation therefor (except therefor; provided, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days such 180-day period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent CIT or the L/C Letter of Credit Issuer shall have determined that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in Law the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by the Letter of Credit Issuer or CIT or any Person controlling CIT or the Letter of Credit Issuer with any directive of or guideline from any central bank or other Governmental Authority or the introduction of or change in any accounting principles applicable to the Letter of Credit Issuer, CIT or any Person controlling CIT or the Letter of Credit Issuer (in each case, whether or not having the force of law), shall (i) subject such Agent, such Lender or the L/C Issuer, or any Person controlling such Agent, such Lender or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C Issuer, or change the basis of taxation of payments to such Agentthe Letter of Credit Issuer, such Lender or the L/C Issuer CIT or any Person controlling such Agent, such Lender CIT or the L/C Letter of Credit Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of the Letter of Credit Issuer, CIT or any Person controlling CIT or the Letter of Credit Issuer), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Term Loan, any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agentthe Letter of Credit Issuer, such Lender or the L/C Issuer CIT, or any Person controlling such Agent, such Lender CIT or the L/C Letter of Credit Issuer or (iii) impose on such Agentthe Letter of Credit Issuer, such Lender or the L/C Issuer CIT or any Person controlling such Agent, such Lender CIT or the L/C Letter of Credit Issuer any other condition regarding this Agreement or Agreement, the Term Loan, any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender the Letter of Credit Issuer or the L/C Issuer CIT of making the Term Loan, any Loan, issuing, issuing or guaranteeing or participating in any Letter of Credit, or agreeing to make the Term Loan, any Loan or issue, issue or guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such Lender the Letter of Credit Issuer or the L/C Issuer CIT hereunder, then, upon demand by such Agent, such Lender the Letter of Credit Issuer or the L/C IssuerCIT, the Borrowers Borrower shall pay to such Agent, such Lender the Letter of Credit Issuer or the L/C Issuer CIT such additional amounts as will compensate such Agent, such Lender the Letter of Credit Issuer or the L/C Issuer CIT for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender CIT or the L/C Letter of Credit Issuer shall have determined that any Change Capital Guideline or adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by the Letter of Credit Issuer, CIT or any Person controlling such Letter of Credit Issuer or CIT with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agentthe Letter of Credit Issuer, such Lender or the L/C Issuer CIT or any Person controlling such Agent, such Lender the Letter of Credit Issuer or the L/C IssuerCIT, and such Agent, such Lender the Letter of Credit Issuer or the L/C Issuer CIT determines that the amount of such capital is increased as a direct or indirect consequence of the Term Loan or any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Letter of Credit Issuer’s 's or such other controlling Person’s CIT's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’sthe Letter of Credit Issuer's, such Lender’s CIT's or the L/C Issuer’s any such other controlling Person’s 's capital to a level below that which such Agentthe Letter of Credit Issuer, such Lender or the L/C Issuer CIT or such controlling Person could have achieved but for such circumstances as a consequence of the Term Loan or any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make the Term Loan or Loans, to issue Letters of Credit or such Agent’s, such Lender’s the Letter of Credit Issuer's or the L/C Issuer’s or such other controlling Person’s CIT's other obligations hereunder (in each case, taking into considerationconsideration the Letter of Credit Issuer's, such Agent’s, such Lender’s or the L/C Issuer’s CIT's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Agent, such Lender the Letter of Credit Issuer or the L/C IssuerCIT, the Borrowers Borrower shall pay to such Agent, such Lender the Letter of Credit Issuer or the L/C Issuer CIT from time to time such additional amounts as will compensate such Agent, such Lender the Letter of Credit Issuer or the L/C Issuer CIT for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’sthe Letter of Credit Issuer's, such Lender’s or the L/C Issuer’s CIT's or such other controlling Person’s 's capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements." (cL) All amounts payable under this Section 2.10 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer until Payment in Full to such Agent, such Lender or the L/C Issuer at the Reference Rate. A certificate of such Agent, such Lender or the L/C Issuer claiming compensation under this Section 2.10, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.10, and shall be final and conclusive absent manifest errorSECTION 5.01. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent Lender or the L/C Issuer Agent shall have determined that the adoption or implementation of, or any change in, any Law, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Agent or any Person controlling any such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Agent or any Person controlling any such Lender or the Agent (in each case, whether or not having the force of law) (each a “Change in Law Law”), shall (i) subject such Agent, such any Lender or the L/C IssuerAgent, or any Person controlling such Agent, any such Lender or the L/C Issuer Agent to any tax, duty or other charge with respect to this Agreement or any the Term Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerAgent, or change the basis of taxation of payments to such Agent, any Lender or the Agent or any Person controlling any such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer Agent of any amounts payable hereunder (except for Indemnified Taxes taxes on the overall net income of any Lender or the Agent or any Person controlling any such Lender or the Agent and Excluded Taxestaxes subject to Section 2.08), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit the Term Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, any Lender or the Agent or any Person controlling any such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer Agent or (iii) impose on such Agent, any Lender or the Agent or any Person controlling any such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer Agent any other condition regarding this Agreement or any Loan or Letter of Creditthe Term Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such any Lender or the L/C Issuer Agent of making any the Term Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Creditthe Term Loan, or to reduce any amount received or receivable by such Agent, such any Lender or the L/C Issuer Agent hereunder, then, upon demand by such Agent, any such Lender or the L/C IssuerAgent, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer Agent such additional amounts as will compensate such Agent, such Lender or the L/C Issuer Agent for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer Agent shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such any Lender or the L/C Issuer Agent or any Person controlling such Agent, such Lender or the L/C IssuerAgent, and such Agent, such any Lender or the L/C Issuer Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans the Term Loan made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C IssuerAgent’s or any such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such any Lender’s or the L/C IssuerAgent’s any such other controlling Person’s capital to a level below that which such Agent, such Lender or the L/C Issuer Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans the Term Loan made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loansthe Term Loan, to issue Letters of Credit or such Agent’s, such Lender’s or the L/C IssuerAgent’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s or the L/C IssuerAgent’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Agent, such any Lender or the L/C Issuer, Agent the Borrowers shall pay to such Agent, such Lender or the L/C Issuer Agent from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C IssuerAgent’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer Agent until Payment payment in Full full to such Agent, such Lender or the L/C Issuer Agent at the Reference LIBOR Rate. A certificate of such Agent, such Lender or the L/C Issuer Agent claiming compensation under this Section 2.104.05, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer Agent to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereofthereof in reasonable detail, and such Agent’s, such Lender’s or the L/C IssuerAgent’s reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, provided that the Borrowers shall not be required to compensate such Agent, such a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days nine months prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, reductions and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent Lender or the L/C Issuer Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Agent or any Person controlling such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Agent or any Person controlling such Lender or the Agent (in each case, whether or not having the force of law) (each, a "Change in Law Law"), shall (i) subject such Agent, such Lender or the L/C IssuerAgent, or any Person controlling such Agent, such Lender or the L/C Issuer Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerAgent, or change the basis of taxation of payments to such Agent, such Lender or the L/C Issuer Agent or any Person controlling such Agent, such Lender or the L/C Issuer Agent of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of such Lender or the Agent or any Person controlling such Lender or the Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Lender or the L/C Issuer Agent or any Person controlling such Agent, such Lender or the L/C Issuer Agent or (iii) impose on such Agent, such Lender or the L/C Issuer Agent or any Person controlling such Agent, such Lender or the L/C Issuer Agent or any other condition regarding this Agreement or any Loan or Letter of CreditAgreement, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender or the L/C Issuer Agent of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, Loan or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such Lender or the L/C Issuer Agent hereunder, then, upon demand by such Agent, any such Lender or the L/C IssuerAgent, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer Agent such additional amounts as will compensate such Agent, such Lender or the L/C Issuer Agent for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer Agent shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such Lender or the L/C Issuer Agent or any Person controlling such Lender or the Agent, and such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued maintained or any guaranty or participation with respect thereto, such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's or such other controlling Person’s 's capital to a level below that which such Agent, such Lender or the L/C Issuer Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, maintained or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit Loans or such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Agent, such Lender or the L/C IssuerAgent, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer Agent from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's or such other controlling Person’s 's capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 3.04 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer Agent until Payment payment in Full full to such Agent, such Lender or the L/C Issuer Agent at the Reference RateRate (provided, however, that if the Loans are voluntarily prepaid in whole in accordance with Section 2.05(b) prior to the end of such ten (10) day period, no amounts shall be payable under this Section 3.04). A certificate of such Agent, such Lender or the L/C Issuer Agent claiming compensation under this Section 2.103.04, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer Agent to the Administrative BorrowerParent, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's reasons for invoking the provisions of this Section 2.103.04, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer shall have determined that that, after the Interim Facility Effective Date, the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer (in each case, whether or not having the force of law) (each a "Change in Law Law"), shall (i) subject such AgentLender, such Lender Agent or the L/C Issuer, or any Person controlling such AgentLender, such Lender Agent or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any LIBOR Rate Loan made by such Agent Lender or such Lender Agent or any Letter of Credit issued by the L/C Issuer, or change the basis of taxation of payments to such AgentLender, such Lender Agent or the L/C Issuer or any Person controlling such AgentLender, such Lender Agent or the L/C Issuer of any amounts payable hereunder in respect of LIBOR Rate Loans (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of such Lender, such Agent or the L/C Issuer or any Person controlling such Lender, such Agent or the L/C Issuer), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (other than the Reserve Percentage) against any LIBOR Rate Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such AgentLender, such Lender Agent or the L/C Issuer or any Person controlling such AgentLender, such Lender Agent or the L/C Issuer or (iii) impose on such AgentLender, such Lender Agent or the L/C Issuer or any Person controlling such AgentLender, such Lender Agent or the L/C Issuer any other condition regarding this Agreement or any LIBOR Rate Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such AgentLender, such Lender Agent or the L/C Issuer of making any LIBOR Rate Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such AgentLender, such Lender Agent or the L/C Issuer hereunderhereunder in respect of LIBOR Rate Loans or Letters of Credit, then, upon within 10 days of demand by such AgentLender, such Lender Agent or the L/C Issuer, the Borrowers shall pay to such AgentLender, such Lender Agent or the L/C Issuer such additional amounts as will compensate such AgentLender, such Lender Agent or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any AgentLender, any Lender Agent or the L/C Issuer shall have determined that any Change in Law after the Interim Facility Effective Date either (i) affects or would affect the amount of capital required or expected to be maintained by such AgentLender, such Lender Agent or the L/C Issuer or any Person controlling such AgentLender, such Lender Agent or the L/C Issuer, and such AgentLender, such Lender Agent or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's such other controlling Person’s 's capital to a level below that which such AgentLender, such Lender Agent or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon within 10 days of demand by such AgentLender, such Lender Agent or the L/C Issuer, the Borrowers shall pay to such AgentLender, such Lender Agent or the L/C Issuer from time to time such additional amounts as will compensate such AgentLender, such Lender Agent or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 5.05 shall bear interest from the date that is ten (10) 10 days after the date of demand by any AgentLender, any Lender Agent or the L/C Issuer until Payment payment in Full full to such AgentLender, such Lender Agent or the L/C Issuer at the Reference Rate. A certificate of such AgentLender, such Lender Agent or the L/C Issuer claiming compensation under this Section 2.105.05, specifying the event herein above described and the nature of such event shall be submitted by such AgentLender, such Lender Agent or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's reasons for invoking the provisions of this Section 2.105.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the The Borrowers shall not be required to compensate such Agent, such a Lender or the L/C Issuer pursuant to this Section 2.10 5.05 for any increased costs incurred or reductions suffered incurred more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law change of law giving rise to such increased costs or reductions, reductions and of such Agent’s, Lender’s or L/C Issuer’s 's intention to claim compensation therefor (except therefor; provided, that, if the Change in Law change of law giving rise to such increased costs or reductions is retroactive, then the 180 days such 180-day period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, Lender or any Agent or the L/C Issuer shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or any such Agent or any Person controlling any such Lender or any such Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or any Agent or any Person controlling any such Lender or any such Agent (in each case, whether or not having the force of law) (each a “Change in Law Law”), shall (i) subject such Agent, such Lender or the L/C Issuer, such Agent or any Person controlling such Agent, such Lender or the L/C Issuer such Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent Lender or such Lender or any Letter of Credit issued by the L/C IssuerAgent, or change the basis of taxation of payments to such Agent, such Lender or the L/C Issuer such Agent or any Person controlling such Agent, such Lender or the L/C Issuer such Agent of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of such Lender or such Agent or any Person controlling such Lender or such Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Lender or the L/C Issuer such Agent or any Person controlling such Agent, such Lender or the L/C Issuer such Agent or (iii) impose on such Agent, such Lender or the L/C Issuer such Agent or any Person controlling such AgentLender, such Lender Agent or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender or the L/C Issuer such Agent of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such Lender or the L/C Issuer such Agent hereunder, then, upon demand by such Agent, such Lender or the L/C Issuersuch Agent, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer such Agent such additional amounts as will compensate such Agent, such Lender or the L/C Issuer such Agent for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer any Agent shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such Lender or the L/C Issuer such Agent or any Person controlling such Lender or such Agent, and such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued maintained or any guaranty or participation with respect thereto, such AgentLender’s, such Lender’s or the L/C IssuerAgent’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such Lender’s or the L/C Issuersuch Agent’s such other controlling Person’s capital to a level below that which such Agent, such Lender or the L/C Issuer such Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, maintained or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, such Lender’s or the L/C Issuersuch Agent’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s or the L/C Issuersuch Agent’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Agent, such Lender or the L/C Issuersuch Agent, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer such Agent from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer such Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuersuch Agent’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.04 shall bear interest from the date that is ten (10) 10 days after the date of demand by any Agent, any Lender or the L/C Issuer any Agent until Payment payment in Full full to such Agent, such Lender or the L/C Issuer such Agent at the Reference Raterate of 15% per annum payable in cash. A certificate of such Agent, such Lender or the L/C Issuer such Agent claiming compensation under this Section 2.104.04, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer such Agent to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuersuch Agent’s reasons for invoking the provisions of this Section 2.104.04, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent Lender or the L/C Issuer Agent shall have determined that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Agent or any Person controlling any such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Agent or any Person controlling any such Lender or the Agent (in Law each case, whether or not having the force of law), shall (i) subject such Agent, such any Lender or the L/C IssuerAgent, or any Person controlling such Agent, any such Lender or the L/C Issuer Agent to any tax, duty or other charge with respect to this Agreement or any the Term Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerAgent, or change the basis of taxation of payments to such Agent, any Lender or the Agent or any Person controlling any such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer Agent of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of any Lender or the Agent or any Person controlling any such Lender or the Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit the Term Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, any Lender or the Agent or any Person controlling any such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer Agent or (iii) impose on such Agent, any Lender or the Agent or any Person controlling any such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer Agent any other condition regarding this Agreement or any Loan or Letter of Creditthe Term Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such any Lender or the L/C Issuer Agent of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, the Term Loan or agreeing to make any Loan or issue, guaranty or participate in any Letter of Creditthe Term Loan, or to reduce any amount received or receivable by such Agent, such any Lender or the L/C Issuer Agent hereunder, then, upon demand by such Agent, any such Lender or the L/C IssuerAgent, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer Agent such additional amounts as will compensate such Agent, such Lender or the L/C Issuer Agent for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer Agent shall have determined that any Change Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Agent or any Person controlling such Lender or the Agent with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such any Lender or the L/C Issuer Agent or any Person controlling such Agent, such Lender or the L/C IssuerAgent, and such Agent, such any Lender or the L/C Issuer Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued the Term Loan or any guaranty or participation with respect thereto, such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's or any such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such any Lender’s 's or the L/C Issuer’s Agent's or any such other controlling Person’s 's capital to a level below that which such Agent, such Lender or the L/C Issuer Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto the Term Loan or any agreement to make Loansthe Term Loan, to issue Letters of Credit or such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Agent, such any Lender or the L/C IssuerAgent, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer Agent from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's or such other controlling Person’s 's capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten (10) 10 days after the date of demand by any Agent, any Lender or the L/C Issuer Agent until Payment payment in Full full to such Agent, such Lender or the L/C Issuer Agent at the Reference Rate. A certificate of such Agent, such Lender or the L/C Issuer Agent claiming compensation under this Section 2.104.05, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer Agent to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer shall have determined that the adoption or implementation of after the date hereof, or any Change change after the date hereof in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change after the date hereof in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer (in Law each case, whether or not having the force of law), shall (i) subject such Agentany Lender, such Lender any Agent or the L/C Issuer, or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent Lender or such Lender Agent or any Letter of Credit issued by the L/C Issuer, or change the basis of taxation of payments to such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer or (iii) impose on such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the actual direct cost to such Agentany Lender, such Lender any Agent or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agentany Lender, such Lender any Agent or the L/C Issuer hereunder, then, upon within 15 days of demand by any such AgentLender, any such Lender Agent or the L/C Issuer, in accordance with Section 4.05(c) the Borrowers Borrower shall pay to such AgentLender, such Lender Agent or the L/C Issuer such additional amounts as will compensate such AgentLender, such Lender Agent or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any AgentLender, any Lender Agent or the L/C Issuer shall have determined in good faith that any Change change after the date hereof of any Capital Guideline or the adoption or implementation of, or any change after the date hereof in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender, any Agent or the L/C Issuer or any Person controlling such Lender, such Agent or the L/C Issuer with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling such AgentLender, such Lender Agent or the L/C Issuer, and such Agentany Lender, such Lender any Agent or the L/C Issuer determines in good faith that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such any Lender's, any Agent’s, such Lender’s 's or the L/C Issuer’s 's or any such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such any Lender's, any Agent’s, such Lender’s 's or the L/C Issuer’s 's any such other controlling Person’s 's capital to a level below that which such AgentLender, such Lender Agent or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon within 15 days of demand by such Agentany Lender, such Lender any Agent or the L/C Issuer, in accordance with Section 4.05(c) the Borrowers Borrower shall pay to such AgentLender, such Lender Agent or the L/C Issuer from time to time such additional amounts as will compensate such AgentLender, such Lender Agent or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten (10) 15 days after the date of demand receipt by the Borrower of the certificate described in the following sentence delivered by any AgentLender, any Lender Agent or the L/C Issuer until Payment payment in Full full to such AgentLender, such Lender Agent or the L/C Issuer at the Reference Rate. A certificate of such AgentLender, such Lender Agent or the L/C Issuer claiming compensation under this Section 2.104.05, specifying in reasonable detail the event herein above described and the nature of such event shall be submitted by such AgentLender, such Lender Agent or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent Lender or the L/C Issuer Agent shall have determined that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Agent or any Person controlling any such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Agent or any Person controlling any such Lender or the Agent (in Law each case, whether or not having the force of law), shall (i) subject such Agent, such any Lender or the L/C IssuerAgent, or any Person controlling such Agent, any such Lender or the L/C Issuer Agent to any tax, duty or other charge with respect to this Agreement or any the Term Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerAgent, or change the basis of taxation of payments to such Agent, any Lender or the Agent or any Person controlling any such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer Agent of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of any Lender or the Agent or any Person controlling any such Lender or the Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit the Term Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, any Lender or the Agent or any Person controlling any such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer Agent or (iii) impose on such Agent, any Lender or the Agent or any Person controlling any such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer Agent any other condition regarding this Agreement or any Loan or Letter of Creditthe Term Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such any Lender or the L/C Issuer Agent of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, the Term Loan or agreeing to make any Loan or issue, guaranty or participate in any Letter of Creditthe Term Loan, or to reduce any amount received or receivable by such Agent, such any Lender or the L/C Issuer Agent hereunder, then, upon demand by such Agent, any such Lender or the L/C IssuerAgent, the Borrowers Borrower shall pay to such Agent, such Lender or the L/C Issuer Agent such additional amounts as will compensate such Agent, such Lender or the L/C Issuer Agent for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer Agent shall have determined that any Change Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Agent or any Person controlling such Lender or the Agent with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such any Lender or the L/C Issuer Agent or any Person controlling such Agent, such Lender or the L/C IssuerAgent, and such Agent, such any Lender or the L/C Issuer Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued the Term Loan or any guaranty or participation with respect thereto, such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's or any such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such any Lender’s 's or the L/C Issuer’s Agent's or any such other controlling Person’s 's capital to a level below that which such Agent, such Lender or the L/C Issuer Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto the Term Loan or any agreement to make Loansthe Term Loan, to issue Letters of Credit or such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such any Lender or the Agent, the Borrower shall pay to such Lender or the L/C Issuer, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer Agent from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's or such other controlling Person’s 's capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten (10) 10 days after the date of demand by any Agent, any Lender or the L/C Issuer Agent until Payment payment in Full full to such Agent, such Lender or the L/C Issuer Agent at the Reference Rate. A certificate of such Agent, such Lender or the L/C Issuer Agent claiming compensation under this Section 2.104.05, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer Agent to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s 's or the L/C Issuer’s Agent's reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent Lender or the L/C Issuer shall have determined that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in Law shall (i) subject such Agentthe interpretation or administration thereof by, such Lender any court, central bank or other administrative or Governmental Authority, or compliance by the L/C Issuer, Issuer or any Lender or any Person controlling such Agent, any such Lender or the L/C Issuer to with any tax, duty directive of or guideline from any central bank or other charge with respect Governmental Authority or the introduction of or change in any accounting principles applicable to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerIssuer or any Lender or any Person controlling any such Lender or the L/C Issuer (in each case, whether or not having the force of law), shall (i) change the basis of taxation of payments to such Agent, such Lender or the L/C Issuer or any Lender or any Person controlling such Agent, any such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of the L/C Issuer or any Lender or any Person controlling any such Lender or the L/C Issuer), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Lender or the L/C Issuer or any Lender, or any Person controlling such Agent, any such Lender or the L/C Issuer or (iii) impose on such Agent, such Lender or the L/C Issuer or any Lender or any Person controlling such Agent, any such Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender or the L/C Issuer or any Lender of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such Lender or the L/C Issuer or any Lender hereunder, then, upon demand by such Agent, such Lender or the L/C IssuerIssuer or such Lender, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer or such Lender such additional amounts as will compensate such Agent, such Lender or the L/C Issuer or such Lender for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that together with interest on such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreementsadditional amounts. (b) If any Agent, any Lender or the L/C Issuer shall have determined that any Change Capital Guideline or adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by the L/C Issuer, any Lender or any Person controlling such L/C Issuer or any Lender with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agentthe L/C Issuer, such any Lender or any Person controlling such L/C Issuer or any Lender, and the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s 's, any Lender's or any such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s 's, any Lender's, any such other controlling Person’s 's capital to a level below that which such AgentL/C Issuer, such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, such Lender’s or the L/C Issuer’s or 's, such Lender's, such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, consideration such Agent’s, such Lender’s or the L/C Issuer’s 's, such Lender's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Agent, such Lender or the L/C IssuerIssuer or any Lender, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer or such Lender from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer or such Lender for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s 's, such Lender's or such other controlling Person’s 's capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten (10) days three Business Days after the date of demand by any Agent, any Lender or the L/C Issuer or a Lender until Payment payment in Full full to such Agent, such Lender or the L/C Issuer or such Lender at the Reference Post-Default Rate. A certificate of such Agent, such Lender or the L/C Issuer or any Lender claiming compensation under this Section 2.10, 4.05 specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer or such Lender to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuer’s 's or such Lender's reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender, any Agent or the L/C Issuer or any Person controlling any such Agent, any such Lender or the L/C Issuer with any directive of, or guideline from, any central bank or other Governmental Authority (in each case, whether or not having the force of law) (each a "Change in Law Law"), shall (i) subject such Agent, such Lender or the L/C Issuer, or any Person controlling such Agent, such Lender or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C Issuer, or change Issuer (except for taxes on the basis overall net income of taxation of payments to such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded TaxesIssuer), or (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer or (iii) impose on such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iiiii) above shall be to increase the cost to such Agent, such Lender or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such Lender or the L/C Issuer hereunder, then, upon demand by such Agent, such Lender or the L/C Issuer, the Borrowers Borrower shall pay to such Agent, such Lender or the L/C Issuer such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s such other controlling Person’s capital to a level below that which such Agent, such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Agent, such Lender or the L/C Issuer, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer until Payment in Full to such Agent, such Lender or the L/C Issuer at the Reference Rate. A certificate of such Agent, such Lender or the L/C Issuer claiming compensation under this Section 2.10, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer shall have determined that any Change in Law shall (i) subject such Agent, such Lender or the L/C Issuer, or any Person controlling such Agent, such Lender or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C Issuer, or change the basis of taxation of payments to such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer or (iii) impose on such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer any other condition (other than with respect to the matters specifically described (or excluded from) clause (i) and (ii) above) regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such Lender or the L/C Issuer hereunder, then, upon demand by such Agent, such Lender or the L/C Issuer, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a2.20(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a2.20(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s such other controlling Person’s capital to a level below that which such Agent, such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Agent, such Lender or the L/C Issuer, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer until Payment in Full to such Agent, such Lender or the L/C Issuer at the Reference Rate. A certificate of such Agent, such Lender or the L/C Issuer claiming compensation under this Section 2.10, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.10, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer shall have determined that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer (in Law each case, whether or not having the force of law), shall (i) subject such Agentany Lender, such Lender any Agent or the L/C Issuer, or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent Lender or such Lender Agent or any Letter of Credit Accommodation issued by the L/C Issuer, or change the basis of taxation of payments to such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Accommodation or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer or (iii) impose on such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of CreditCredit Accommodation, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agentany Lender, such Lender any Agent or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of CreditCredit Accommodation, or agreeing to make any Loan or issue, guaranty or participate in any Letter of CreditCredit Accommodation, or to reduce any amount received or receivable by such Agentany Lender, such Lender any Agent or the L/C Issuer hereunder, then, upon demand by any such AgentLender, any such Lender Agent or the L/C Issuer, the Borrowers Borrower shall pay to such AgentLender, such Lender Agent or the L/C Issuer such additional amounts as will compensate such AgentLender, such Lender Agent or the L/C Issuer for such increased costs or reductions in amount; provided, howeverthat the Borrower shall not be required to compensate any Lender, that notwithstanding anything to any Agent or the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect for any amounts incurred more than 180 days prior to borrowers under similar agreementsthe date such Person notifies the Borrower that it intends to claim such compensation therefor. (b) If any AgentLender, any Lender Agent or the L/C Issuer shall have determined that any Change Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender, any Agent or the L/C Issuer or any Person controlling such Lender, such Agent or the L/C Issuer with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling such AgentLender, such Lender Agent or the L/C Issuer, and such Agentany Lender, such Lender any Agent or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters Letter of Credit Accommodations issued or any guaranty or participation with respect thereto, such any Lender's, any Agent’s, such Lender’s 's or the L/C Issuer’s 's or any such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such any Lender's, any Agent’s, such Lender’s 's or the L/C Issuer’s 's any such other controlling Person’s 's capital to a level below that which such AgentLender, such Lender Agent or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters Letter of Credit Accommodations issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters Letter of Credit Accommodations or such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Agentany Lender, such Lender any Agent or the L/C Issuer, the Borrowers Borrower shall pay to such AgentLender, such Lender Agent or the L/C Issuer from time to time such additional amounts as will compensate such AgentLender, such Lender Agent or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's capital; provided, howeverthat the Borrower shall not be required to compensate any Lender, that notwithstanding anything to any Agent or the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect for any amounts incurred more than 180 days prior to borrowers under similar agreementsthe date such Person notifies the Borrower that it intends to claim such compensation therefor. (c) All amounts payable under this Section 2.10 5.05 shall bear interest from the date that is ten (10) days Business Days after the date of demand by any AgentLender, any Lender Agent or the L/C Issuer until Payment payment in Full full to such AgentLender, such Lender Agent or the L/C Issuer at the Reference Rate. A certificate of such AgentLender, such Lender Agent or the L/C Issuer claiming compensation under this Section 2.105.05, specifying the event herein above described and the nature of such event shall be submitted by such AgentLender, such Lender Agent or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's reasons for invoking the provisions of this Section 2.105.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer shall have determined that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer (in Law each case, whether or not having the force of law), shall (i) subject such Agentany Lender, such Lender any Agent or the L/C Issuer, or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent Lender or such Lender Agent or any Letter of Credit issued by the L/C Issuer, or change the basis of taxation of payments to such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer or (iii) impose on such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agentany Lender, such Lender any Agent or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agentany Lender, such Lender any Agent or the L/C Issuer hereunder, then, upon demand by any such AgentLender, any such Lender Agent or the L/C Issuer, the Borrowers Borrower shall pay to such AgentLender, such Lender Agent or the L/C Issuer such additional amounts as will compensate such AgentLender, such Lender Agent or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any AgentLender, any Lender Agent or the L/C Issuer shall have determined that any Change Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender, any Agent or the L/C Issuer or any Person controlling such Lender, such Agent or the L/C Issuer with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling such AgentLender, such Lender Agent or the L/C Issuer, and such Agentany Lender, such Lender any Agent or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agentany Lender’s, such Lenderany Agent’s or the L/C Issuer’s or any such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agentany Lender’s, such Lenderany Agent’s or the L/C Issuer’s any such other controlling Person’s capital to a level below that which such AgentLender, such Lender Agent or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such AgentLender’s, such LenderAgent’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such AgentLender’s, such LenderAgent’s or the L/C Issuer’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Agentany Lender, such Lender any Agent or the L/C Issuer, the Borrowers Borrower shall pay to such AgentLender, such Lender Agent or the L/C Issuer from time to time such additional amounts as will compensate such AgentLender, such Lender Agent or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such AgentLender’s, such LenderAgent’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten (10) 10 days after the date of demand by any AgentLender, any Lender Agent or the L/C Issuer until Payment payment in Full full to such AgentLender, such Lender Agent or the L/C Issuer at the Reference Rate. A certificate of such AgentLender, such Lender Agent or the L/C Issuer claiming compensation under this Section 2.104.05, specifying the event herein above described and the nature of such event shall be submitted by such AgentLender, such Lender Agent or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such AgentLender’s, such LenderAgent’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If Agent or any Lender, any Agent or the L/C Issuer shall have determined that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other agency or Governmental Authority, or compliance by Agent or any Lender or any Person controlling Agent or any such Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Agent or any Lender or any Person controlling Agent or any such Lender (in Law each case, whether or not having the force of law), shall (i) subject such Agent, such Agent or any Lender or the L/C Issuer, or any Person controlling such Agent, Agent or any such Lender or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerLender, or change the basis of taxation of payments to such Agent, such Agent or any Lender or the L/C Issuer or any Person controlling such Agent, Agent or any such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of Agent or any Lender or any Person controlling Agent or any such Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Agent or any Lender or the L/C Issuer or any Person controlling such Agent, Agent or any such Lender or the L/C Issuer or (iii) impose on such Agent, such Agent or any Lender or the L/C Issuer or any Person controlling Agent or any such AgentLender, such Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of CreditLoan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Agent or any Lender or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of CreditLoan, or to reduce any amount received or receivable by such Agent, such Agent or any Lender or the L/C Issuer hereunder, then, upon demand by Agent or any such AgentLender, such Lender or the L/C Issuer, the Borrowers shall pay to such Agent, Agent or such Lender or the L/C Issuer such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for amount of such increased costs or reductions reduction of return of capital, payable within sixty (60) days after presentation by Agent or such Lender of a statement in amount; provided, however, that notwithstanding anything to the contrary amount and setting forth in this Section 2.10(a), it reasonable detail such Person's calculation thereof and the assumptions upon which such calculation was based (which statement shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreementsdeemed true and correct absent manifest error). (b) If any Agent, Agent or any Lender or the L/C Issuer shall have determined that any Change Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Person controlling Agent or such Lender with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law 66 each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such Agent or any Lender or the L/C Issuer or any Person controlling Agent or such AgentLender, or Agent or such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or Agent's or any guaranty Lender's or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s or any such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such 's or any Lender’s 's or the L/C Issuer’s any such other controlling Person’s 's capital to a level below that which such Agent, Agent or such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit Loans or Agent's or such Agent’s, such Lender’s or the L/C Issuer’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Agent’s, 's or such Lender’s or the L/C Issuer’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such AgentAgent or any Lender, such Lender or the L/C Issuer, the Borrowers shall pay to such Agent, Agent or such Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agent, Agent or such Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, 's or such Lender’s or the L/C Issuer’s 's or such other controlling Person’s 's capital; provided, however, that notwithstanding anything to payable within sixty (60) days after presentation by Agent or such Lender of a statement in the contrary amount and setting forth in this Section 2.10(b), it reasonable detail such Person's calculation thereof and the assumptions upon which such calculation was based (which statement shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreementsdeemed true and correct absent manifest error). (c) All amounts payable under this Section 2.10 3.09 shall bear interest from the date that is ten sixty (1060) days after the date of demand the presentation by any Agent, any Lender Agent or the L/C Issuer until Payment in Full to such Agent, such Lender of the applicable statement referred to above and until payment in full to Agent or the L/C Issuer such Lender at the Reference LIBOR Rate. A certificate of such Agent, Agent or such Lender or the L/C Issuer claiming compensation under this Section 2.103.09, specifying the event herein above described and the nature of such event shall be submitted by such Agent, Agent or such Lender or the L/C Issuer to the Administrative BorrowerBorrowers, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, 's or such Lender’s or the L/C Issuer’s 's reasons for invoking the provisions of this Section 2.103.09, and shall be final and conclusive absent manifest error. (d) Failure If Agent or delay on the part of any Lender to demand requests compensation pursuant to the foregoing provisions of under this Section 2.10 shall not constitute a waiver 3.09, then Agent or such Lender shall, if requested by Borrowers, use reasonable efforts (subject to overall policy considerations of such Lender’s right ) to demand designate a different lending office for funding or booking its Loans hereunder, to assign its rights and obligations hereunder to another of its offices, branches or affiliates or to take such compensation; providedother actions as such Lender or Agent determines, that if, in the Borrowers shall not be required to compensate sole judgment of such Lender or Agent, such Lender designation, assignment or the L/C Issuer other action (i) would eliminate or reduce amounts payable pursuant to this Section 2.10 for 3.09 in the future and (ii) would not subject Agent or such Lender to any increased costs incurred unreimbursed cost or reductions suffered more than 180 days prior to the date that expense and Agent or such AgentLender would not suffer any economic, Lender legal or L/C Issuer, as the case may be, notifies the Administrative Borrower regulatory disadvantage. Nothing in this subsection (d) shall affect or postpone any of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of Borrowers or the Loan Parties under rights of Agent or such Lender pursuant to this Section 2.10 shall survive the termination of this Agreement 3.09. Borrowers hereby agree to pay on demand all reasonable costs and the payment of the Loans and all other amounts payable hereunderexpenses incurred by Agent or any Lender in connection with any such designation or assignment.

Increased Costs and Reduced Return. (a) If any Lender, Lender or any Agent or the L/C Issuer shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or any Agent or any Person controlling any such Lender or any such Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or any Agent or any Person controlling any such Lender or any such Agent (in each case, whether or not having the force of law) (each a “Change in Law Law”), shall (i) subject such Agent, such Lender or the L/C Issuer, such Agent or any Person controlling such Agent, such Lender or the L/C Issuer such Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent Lender or such Lender or any Letter of Credit issued by the L/C IssuerAgent, or change the basis of taxation of payments to such Agent, such Lender or the L/C Issuer such Agent or any Person controlling such Agent, such Lender or the L/C Issuer such Agent of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of such Lender or such Agent or any Person controlling such Lender or such Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Lender or the L/C Issuer such Agent or any Person controlling such Agent, such Lender or the L/C Issuer such Agent or (iii) impose on such Agent, such Lender or the L/C Issuer such Agent or any Person controlling such Agent, such Lender or the L/C Issuer such Agent any other condition regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender or the L/C Issuer such Agent of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, Loan or agreeing to make any Loan or issue, guaranty or participate in any Letter of CreditLoan, or to reduce any amount received or receivable by such Agent, such Lender or the L/C Issuer such Agent hereunder, then, upon demand by such Agent, such Lender or the L/C Issuersuch Agent, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer such Agent such additional amounts as will compensate such Agent, such Lender or the L/C Issuer such Agent for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer any Agent shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such Lender or the L/C Issuer such Agent or any Person controlling such Agent, Lender or such Agent and such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued maintained or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuersuch Agent’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such Lender’s or the L/C Issuersuch Agent’s such other controlling Person’s capital to a level below that which such Agent, such Lender or the L/C Issuer such Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, such Lender’s or the L/C Issuersuch Agent’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s or the L/C Issuersuch Agent’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Agent, such Lender or the L/C Issuersuch Agent, the Borrowers shall pay to such AgentLender, or such Lender or the L/C Issuer Agent from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer such Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuersuch Agent’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 3.05 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer any Agent until Payment payment in Full full to such Agent, such Lender or the L/C Issuer such Agent at the Reference Rate. A certificate of such Agent, such Lender or the L/C Issuer such Agent claiming compensation under this Section 2.103.05, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer such Agent to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuersuch Agent’s reasons for invoking the provisions of this Section 2.103.05, and shall be final and conclusive absent manifest error. (d) Failure If a Lender (each, an “Affected Lender”) shall have requested compensation from the Borrowers under clause (a) or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions (b) of this Section 2.10 shall not constitute a waiver of such Lender’s right 3.05 to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any recover increased costs or other additional costs incurred by such Affected Lender which are not being incurred generally by the other Lenders, then, in any such case, so long as no Default or reductions suffered more than 180 days prior to the date that such AgentEvent of Default exists, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower may, at its option, upon written notice to the Agents, arrange for a substitute Lender to assume the applicable Commitment and/or Loans of such Affected Lender in accordance with the provisions of Section 11.07, such substitute Lender to be acceptable to the Collateral Agent (and the Administrative Agent, if such Affected Lender is a Revolving Lender or a Term Loan A Lender) in its or their sole discretion. In connection with the arrangement of such a substitute Lender, the Affected Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the Change in Law giving rise to such increased costs or reductions, substitute Lender (and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above agrees that it shall be extended deemed to include the period of retroactive effect thereof). (ehave executed and delivered such document if it fails to do so) The obligations subject only to being repaid its share of the Loan Parties under this Section 2.10 shall survive the termination outstanding Obligations without any premium or penalty of this Agreement and the payment of the Loans and all other amounts payable hereunderany kind whatsoever.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer Issuing Bank shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender, any Agent or the Issuing Bank or any Person controlling any such Lender, such Agent or the Issuing Bank with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender, such Agent or the Issuing Bank or any Person controlling any such Lender, such Agent or the Issuing Bank (in each case, whether or not having the force of law) (each, a "Change in Law Law"), shall (i) subject such AgentLender, such Lender Agent or the L/C IssuerIssuing Bank, or any Person controlling such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent Lender or such Lender Agent or any Letter of Credit issued by the L/C IssuerIssuing Bank, or change the basis of taxation of payments to such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank or any Person controlling any such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of such Lender, such Agent or the Issuing Bank or any Person controlling such Lender, such Agent or the Issuing Bank), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank or any Person controlling such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank or (iii) impose on such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank or any Person controlling such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank any other condition regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank of making or maintaining any Loan (or of maintaining its obligation to make any such Loan), issuing, guaranteeing guaranteeing, maintaining or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty guaranty, maintain or participate in any Letter of Credit, or to reduce any amount received or receivable by such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank hereunder, then, upon demand by such AgentLender, such Lender Agent or the L/C IssuerIssuing Bank, the Borrowers shall pay to such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank such additional amounts as will compensate such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any AgentLender, any Lender Agent or the L/C Issuer Issuing Bank shall have determined that any Change in Law related to any Capital Guideline, either (i) affects or would affect the amount of capital required or expected to be maintained by such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank or any Person controlling such AgentLender, such Lender Agent or the L/C IssuerIssuing Bank, and such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s Issuing Bank's or any such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s Issuing Bank's any such other controlling Person’s 's capital to a level below that which such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue or participate in Letters of Credit or such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s Issuing Bank's or such other controlling Person’s 's other obligations hereunder (in each case, case taking into considerationconsideration such Lender's, such Agent’s, such Lender’s 's or the L/C Issuer’s Issuing Bank's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such AgentLender, such Lender Agent or the L/C IssuerIssuing Bank, the Borrowers shall pay to such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank from time to time such additional amounts as will compensate such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s Issuing Bank's or such other controlling Person’s 's capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten (10) days after the date of demand by any AgentLender, any Lender Agent or the L/C Issuer Issuing Bank until Payment payment in Full full to such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank at the Reference Alternate Base Rate. A certificate of such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank claiming compensation under this Section 2.104.05, specifying the event herein above described and the nature of such event shall be submitted by such AgentLender, such Lender Agent or the L/C Issuer Issuing Bank to the Administrative Borrower, setting forth the additional amount due (the calculation thereof to be in reasonable detail) and an explanation of the calculation thereof, and such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s Issuing Bank's reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error. (d) Failure If any Lender, any Agent or delay on the part of any Lender to demand Issuing Bank requests compensation pursuant to the foregoing provisions of under this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided4.05, that or if the Borrowers shall not are or would be required to compensate such Agentpay any additional amount to any Lender, such Lender any Agent or the L/C Issuer Issuing Bank pursuant to this Section 2.10 4.05, then such Lender, such Agent or the Issuing Bank shall use commercially reasonable efforts to designate a different lending office for any increased costs incurred funding or reductions suffered more than 180 days prior booking its Loans and/or Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and judgment of such Agent’sLender, Lender’s such Agent or L/C Issuer’s intention to claim compensation therefor the Issuing Bank, such designation or assignment (except that, if the Change in Law giving rise to such increased costs i) would eliminate or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other reduce amounts payable hereunder.pursuant to this

Increased Costs and Reduced Return. (a) If any Lender or any Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or any Agent or any Person controlling any such Lender or any such Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender, any Agent or any Person controlling any such Lender, any such Agent (in each case, whether or not having the L/C Issuer shall have determined that any Change in Law force of law), shall (i) subject such Agentany Lender, such Lender or the L/C Issuer, any Agent or any Person controlling such Agent, any such Lender or the L/C Issuer any such Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent Lender or such Lender or any Letter of Credit issued by the L/C Issuer, Agent or change the basis of taxation of payments to such Agentany Lender, such Lender or the L/C Issuer any Agent or any Person controlling such Agent, any such Lender or the L/C Issuer any such Agent of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of any Lender, any Agent or any Person controlling any such Lender or any such Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agentany Lender, such Lender or the L/C Issuer any Agent or any Person controlling such Agent, any such Lender or the L/C Issuer any such Agent or (iii) impose on such Agentany Lender, such Lender or the L/C Issuer any Agent or any Person controlling such Agent, any such Lender or the L/C Issuer any such Agent any other condition regarding this Agreement or any Loan or Letter of CreditLoan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such any Lender or the L/C Issuer any Agent of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such any Lender or the L/C Issuer any Agent hereunder, then, upon within three (3) Business Days of demand by any such Lender or any such Agent, such Lender or the L/C Issuer, the Borrowers Borrower shall pay to such Agent, such Lender or the L/C Issuer such Agent such additional amounts as will compensate such AgentLender, or such Lender or the L/C Issuer Agent for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer any Agent shall have determined that any Change Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender, any Agent or any Person controlling such Lender or such Agent with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agentany Lender, such Lender or the L/C Issuer any Agent or any Person controlling such Agent, such Lender or the L/C Issuer, such Agent and such Agent, such any Lender or the L/C Issuer any Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued any Lender’s, any Agent’s or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agentany Lender’s, such Lenderany Agent’s or the L/C Issuer’s any such other controlling Person’s capital to a level below that which such AgentLender, such Lender or the L/C Issuer Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such AgentLender’s, such Lender’s or the L/C IssuerAgent’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such AgentLender’s, or such Lender’s or the L/C IssuerAgent’s or such other controlling Person’s policies with respect to capital adequacy), then, upon within three (3) Business Days of demand by such any Lender or any Agent, such Lender or the L/C Issuer, the Borrowers Borrower shall pay to such Agent, such Lender or the L/C Issuer such Agent from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer such Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuersuch Agent’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer any Agent until Payment payment in Full full to such Agent, such Lender or the L/C Issuer such Agent at the Reference Rate. A certificate of such Agent, such Lender or the L/C Issuer such Agent claiming compensation under this Section 2.104.05, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer such Agent to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuersuch Agent’s reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If Except with respect to taxes (which shall be governed by Section 16), if any Lender, any Lender or Agent or the L/C Issuer shall have determined that any Change in Law shall (i) subject Agent or such Agent, such Lender or the L/C IssuerLender, or any Person controlling such Agent, Agent or such Lender or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C Issuer, or change the basis of taxation of payments to such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxes)Lender, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C Issuer or (iii) impose on such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of CreditLoan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, Agent or such Lender or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of CreditLoan, or to reduce any amount received or receivable by such Agent, Agent or such Lender or the L/C Issuer hereunder, then, upon promptly (and in any event within 3 days) following demand by Agent or such Agent, such Lender or the L/C IssuerLender, the Borrowers shall pay to such Agent, Agent or such Lender or the L/C Issuer such additional amounts as will compensate such Agent, Agent or such Lender or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, Agent or any Lender or the L/C Issuer shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, Agent or such Lender or the L/C Issuer or any Person controlling Agent or such AgentLender, and Agent or such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans Loan made or maintained, Letters of Credit issued Agent’s or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, ’s or such Lender’s or the L/C Issuer’s such other controlling Person’s capital to a level below that which such Agent, Agent or such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans Loan made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loansany Loan, to issue Letters of Credit or Agent’s or such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, ’s or such Lender’s or the L/C Issuer’s or such other controlling Person’s policies with respect to capital adequacy), then, upon promptly (and in any event within 3 days) following demand by Agent or such Agent, such Lender or the L/C IssuerLender, the Borrowers shall pay to such Agent, Agent or such Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agent, Agent or such Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, ’s or such Lender’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 2.12 shall bear interest from the date that is ten (10) 10 days after the date of demand by any Agent, Agent or any Lender (accompanied by reasonable back-up documentation therefor) until payment in full to Agent or the L/C Issuer until Payment in Full to such Agent, such Lender or the L/C Issuer at the Reference Raterate applicable to Base Rate Loans. A certificate of such Agent, Agent or such Lender or the L/C Issuer claiming compensation under this Section 2.102.12, specifying the event herein above described and the nature of such event shall be submitted by such Agent, Agent or such Lender or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an a reasonably detailed explanation of the calculation thereof, and such Agent’s, ’s or such Lender’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.102.12, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of Agent or any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 2.12 shall not constitute a waiver of Agent’s or such Lender’s right to demand such compensation; provided, provided that the Borrowers shall not be required to compensate such Agent, such Agent or any Lender or the L/C Issuer pursuant to the foregoing provisions of this Section 2.10 2.12 for any increased costs incurred or reductions suffered more than 180 days nine months prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, reductions and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The determination by Lender of any amount due pursuant to this Section 2.12, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto. (e) The obligations of the Loan Parties under this Section 2.10 2.12 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer (in each case, whether or not having the force of law) (each, a "Change in Law Law"), shall (i) subject such Agentany Lender, such Lender any Agent or the L/C Issuer, or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent Lender or such Lender Agent or any Letter of Credit issued by the L/C Issuer, or change the basis of taxation of payments to such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer or (iii) impose on such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) ), or (iii) above shall be to increase the cost to such Agentany Lender, such Lender any Agent or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agentany Lender, such Lender any Agent or the L/C Issuer hereunder, then, upon demand by any such AgentLender, any such Lender Agent or the L/C Issuer, the Borrowers Borrower shall pay to such AgentLender, such Lender Agent or the L/C Issuer such additional amounts as will compensate such AgentLender, such Lender Agent or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any AgentLender, any Lender Agent or the L/C Issuer shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling such AgentLender, such Lender Agent or the L/C Issuer, and such Agentany Lender, such Lender any Agent or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such any Lender's, any Agent’s, such Lender’s 's or the L/C Issuer’s 's or any such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such any Lender's, any Agent’s, such Lender’s 's or the L/C Issuer’s 's any such other controlling Person’s 's capital to a level below that which such AgentLender, such Lender Agent or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Agentany Lender, such Lender any Agent or the L/C Issuer, the Borrowers Borrower shall pay to such AgentLender, such Lender Agent or the L/C Issuer from time to time such additional amounts as will compensate such AgentLender, such Lender Agent or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten (10) 10 days after the date of demand by any AgentLender, any Lender Agent or the L/C Issuer until Payment payment in Full full to such AgentLender, such Lender Agent or the L/C Issuer at the Reference Rate. A certificate of such AgentLender, such Lender Agent or the L/C Issuer claiming compensation under this Section 2.104.05, specifying the event herein above described and the nature of such event shall be submitted by such AgentLender, such Lender Agent or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If ---------------------------------- any Lender, any Agent or the L/C Issuer shall have determined that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer (in Law each case, whether or not having the force of law), shall (i) subject such Agentany Lender, such Lender any Agent or the L/C Issuer, or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent Lender or such Lender Agent or any Letter of Credit Accommodation issued by the L/C Issuer, or change the basis of taxation of payments to such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of any Lender, any Agent or the L/C Issuer or any Person controlling any such Lender, any such Agent or the L/C Issuer), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Accommodation or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer or (iii) impose on such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of CreditCredit Accommodation, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agentany Lender, such Lender any Agent or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of CreditCredit Accommodation, or agreeing to make any Loan or issue, guaranty or participate in any Letter of CreditCredit Accommodation, or to reduce any amount received or receivable by such Agentany Lender, such Lender any Agent or the L/C Issuer hereunder, then, upon demand by any such AgentLender, any such Lender Agent or the L/C Issuer, the Borrowers shall pay to such AgentLender, such Lender Agent or the L/C Issuer such additional amounts as will compensate such AgentLender, such Lender Agent or the L/C Issuer for such increased costs or reductions in amount; provided, howeverthat the Borrowers shall not be required to compensate -------- any Lender, that notwithstanding anything to any Agent or the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect for any amounts incurred more than 180 days prior to borrowers under similar agreementsthe date such Person notifies the Administrative Borrower that it intends to claim such compensation therefor. (b) If any AgentLender, any Lender Agent or the L/C Issuer shall have determined that any Change Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender, any Agent or the L/C Issuer or any Person controlling such Lender, such Agent or the L/C Issuer with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agentany Lender, such Lender any Agent or the L/C Issuer or any Person controlling such AgentLender, such Lender Agent or the L/C Issuer, and such Agentany Lender, such Lender any Agent or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters Letter of Credit Accommodations issued or any guaranty or participation with respect thereto, such any Lender's, any Agent’s, such Lender’s 's or the L/C Issuer’s 's or any such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such any Lender's, any Agent’s, such Lender’s 's or the L/C Issuer’s 's any such other controlling Person’s 's capital to a level below that which such AgentLender, such Lender Agent or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters Letter of Credit Accommodations issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters Letter of Credit Accommodations or such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Agentany Lender, such Lender any Agent or the L/C Issuer, the Borrowers shall pay to such AgentLender, such Lender Agent or the L/C Issuer from time to time such additional amounts as will compensate such AgentLender, such Lender Agent or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's or such other controlling Person’s 's capital; provided, howeverthat the Borrowers shall not be required to compensate any Lender, that notwithstanding anything to -------- any Agent or the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect for any amounts incurred more than 180 days prior to borrowers under similar agreementsthe date such Person notifies the Administrative Borrower that it intends to claim such compensation therefor. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten (10) days after the date of demand by any AgentLender, any Lender Agent or the L/C Issuer until Payment payment in Full full to such AgentLender, such Lender Agent or the L/C Issuer at the Reference Rate. A certificate of such AgentLender, such Lender Agent or the L/C Issuer claiming compensation under this Section 2.104.05, specifying the event herein above described and the nature of such event shall be submitted by such AgentLender, such Lender Agent or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’sLender's, such Lender’s Agent's or the L/C Issuer’s 's reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If the Lender shall determine that, after the date hereof, the adoption of any Lenderapplicable law, rule or regulation, or any Agent change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Issuer or the L/C Issuer shall have determined that Lender or its parent corporation with any Change in Law shall requirement or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject such Agent, such the Issuer or the Lender or the L/C Issuer, or any Person controlling such Agent, such Lender or the L/C Issuer its parent corporation to any tax, duty or other similar charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by Credit, the L/C Issuer, Advances or the Note or shall change the basis of taxation of payments to such Agent, such the Issuer or the Lender or its parent corporation of the L/C Issuer Reimbursement Obligation, of the principal of or interest on the Advances or of any Person controlling such Agentother amounts due under this Agreement in respect of any Letter of Credit, such Lender the Advances or the L/C Issuer of any amounts payable hereunder Note (except for Indemnified Taxes and Excluded Taxesany change in respect of any tax imposed on the overall income of the Issuer or the Lender or its parent corporation), ; or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan(including, without limitation, any Letter such requirement imposed by the Board of Credit or Governors of the Federal Reserve System) against assets of or held byof, or deposits with or for the account of, or credit extended by, such Agent, such the Issuer or the Lender or its parent corporation or shall impose on the L/C Issuer or any Person controlling such Agent, such the Lender or the L/C Issuer or (iii) impose on such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer its parent corporation any other condition regarding this Agreement or affecting any Loan or Letter of Credit, the Advances or the Note; and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Agent, such the Issuer or the Lender or the L/C Issuer its parent corporation of making any Loan, issuing, guaranteeing issuing or participating in maintaining any Letter of Credit, Credit or agreeing to make of making or maintaining any Loan or issue, guaranty or participate in any Letter of CreditAdvances, or to reduce the amount of any amount sum received or receivable by such Agent, such the Issuer or the Lender or its parent corporation under the L/C Issuer hereunderapplication and agreement pursuant to which the Letter of Credit was issued, thenthis Agreement or the Note with respect thereto, by an amount deemed by the Lender or its parent corporation to be material, then upon demand by such Agent, such Lender or the L/C IssuerLender, the Borrowers Borrower shall pay to such Agent, such the Lender or the L/C Issuer such additional amount or amounts as will compensate such Agent, such the Issuer or the Lender or the L/C Issuer its parent corporation for such increased costs cost or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreementsreduction. (b) If the Lender shall determine that the adoption after the date hereof of any Agentapplicable law, rule or regulation regarding capital adequacy, or any change therein after the date hereof, any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its parent corporation with any guideline or request issued after the L/C Issuer shall have determined that any Change in Law either date hereof regarding capital adequacy (iwhether nor not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer, and such Agent, such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made such authority, central bank or maintainedcomparable agency, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such the Lender’s 's or the L/C Issuer’s such other controlling Person’s Lender's parent corporation's capital as a consequence of any Letters of Credit, Advances or the Lender's obligations hereunder to a level below that which such Agent, such the Lender or the L/C Issuer or such controlling Person its parent corporation could have achieved but for such circumstances as a consequence of any Loans made adoption, change or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder compliance (in each case, taking into consideration, such Agent’s, such consideration the Lender’s or the L/C Issuer’s or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand adequacy and those of the Lender's parent corporation) by such Agent, such an amount deemed to the Lender or the L/C Issuerits parent corporation to be material, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer then from time to time on demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate such Agent, such the Lender or the L/C Issuer its parent corporation for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreementsreduction. (c) All amounts payable under this Section 2.10 shall bear interest Certificates of the Lender sent to the Borrower from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer until Payment in Full time to such Agent, such Lender or the L/C Issuer at the Reference Rate. A certificate of such Agent, such Lender or the L/C Issuer time claiming compensation under this Section 2.10Section, specifying stating the event herein above described reason therefor and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer to the Administrative Borrower, setting forth in reasonable detail the calculation of the additional amount due and an explanation of or amounts to be paid to the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.10, and Lender hereunder shall be final and conclusive absent manifest error. (d) Failure or delay on . In determining such amounts, the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for its parent corporation may use any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, reasonable averaging and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof)attribution methods. (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer Lender shall have determined that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in Law shall (i) subject such Agentthe interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or any Person controlling any such Lender with any directive of or guideline from any central bank or other Governmental Authority or the L/C Issuerintroduction of or change in any accounting principles applicable to any Lender, or any Person controlling such Agent, any such Lender (in each case, whether or not having the L/C Issuer to any taxforce of law), duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C Issuer, or shall (i) change the basis of taxation of payments to such Agent, such any Lender or the L/C Issuer or any Person controlling such Agent, any such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of any Lender or any Person controlling any such Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Loan or against assets of or held by, or deposits with or for the account of, or credit extended byby any Lender, such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, any such Lender or the L/C Issuer or (iii) impose on such Agent, such any Lender or the L/C Issuer or any Person controlling such Agent, any such Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such any Lender or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such any Lender or the L/C Issuer hereunder, then, upon demand by such Agent, such Lender or the L/C IssuerLender, the Borrowers Borrower shall pay to such Agent, such Lender or the L/C Issuer such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer shall have determined that any Change Capital Guideline or adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or any Person controlling such Lender with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such any Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C IssuerLender, and such Agent, such any Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Revolving Loans made or maintained, Letters of Credit issued maintained or any guaranty Lender's or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuer’s or any such other controlling Person’s 's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such any Lender’s 's or the L/C Issuer’s any such other controlling Person’s 's capital to a level below that which such Agent, such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Revolving Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto maintained or any agreement to make Loans, to issue Letters of Credit Revolving Loans or such Agent’s, such Lender’s or the L/C Issuer’s 's or such other controlling Person’s 's other obligations hereunder (in each case, taking into consideration, such Agent’s, consideration such Lender’s or the L/C Issuer’s 's or such other controlling Person’s 's policies with respect to capital adequacy), then, upon demand by such Agent, such Lender or the L/C Issuerany Lender, the Borrowers Borrower shall pay to such Agent, such Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuer’s 's or such other controlling Person’s 's capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.04 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any a Lender or the L/C Issuer until Payment payment in Full full to such Agent, such Lender or the L/C Issuer at the Reference Rate. A certificate of such Agent, such any Lender or the L/C Issuer claiming compensation under this Section 2.10, 4.04 specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, thereof and such Agent’s, such Lender’s or the L/C Issuer’s 's reasons for invoking the provisions of this Section 2.104.04, and shall be final and conclusive presumptive evidence of such additional amounts absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.. ARTICLE V CONDITIONS TO EFFECTIVENESS AND EXTENSIONS OF CREDIT

Increased Costs and Reduced Return. (a) If any Lender, any Agent Lender or the L/C Issuer Agent shall have determined that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Agent or any Person controlling any such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Agent or any Person controlling any such Lender or the Agent (in Law each case, whether or not having the force of law), shall (i) subject such Agent, such any Lender or the L/C IssuerAgent, or any Person controlling such Agent, any such Lender or the L/C Issuer Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerAgent, or change the basis of taxation of payments to such Agent, any Lender or the Agent or any Person controlling any such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer Agent of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of any Lender or the Agent or any Person controlling any such Lender or the Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, any Lender or the Agent or any Person controlling any such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer Agent or (iii) impose on such Agent, any Lender or the Agent or any Person controlling any such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer Agent any other condition regarding this Agreement or any Loan or Letter of CreditLoan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such any Lender or the L/C Issuer Agent of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such any Lender or the L/C Issuer Agent hereunder, then, upon demand by such Agent, any such Lender or the L/C IssuerAgent, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer Agent such additional amounts as will compensate such Agent, such Lender or the L/C Issuer Agent for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer Agent shall have determined that any Change Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Agent or any Person controlling such Lender or the Agent with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such any Lender or the L/C Issuer Agent or any Person controlling such Agent, such Lender or the L/C IssuerAgent, and such Agent, such any Lender or the L/C Issuer Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C IssuerAgent’s or any such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such any Lender’s or the L/C IssuerAgent’s any such other controlling Person’s capital to a level below that which such Agent, such Lender or the L/C Issuer Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, such Lender’s or the L/C IssuerAgent’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s or the L/C IssuerAgent’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such Agent, such any Lender or the L/C IssuerAgent, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer Agent from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C IssuerAgent’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 3.05 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer Agent until Payment payment in Full full to such Agent, such Lender or the L/C Issuer Agent at the Reference Rate. A certificate of such Agent, such Lender or the L/C Issuer Agent claiming compensation under this Section 2.103.05, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer Agent to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C IssuerAgent’s reasons for invoking the provisions of this Section 2.103.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Costs and Reduced Return. (a) If any Lender, Lender or any Agent or the L/C Issuer shall have determined that any a Change in Law Law, shall (i) subject such Agent, Agent or such Lender or the L/C IssuerLender, or any Person controlling such Agent, such Lender or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or Lender, to any Letter Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of Credit issued by the L/C Issuerdefinition of Excluded Taxes and (A) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or change the basis of taxation of payments to such Agentother obligations, such Lender or the L/C Issuer its deposits, reserves, other liabilities or any Person controlling such Agent, such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxes)capital attributable thereto, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C Issuer or (iii) impose on such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of CreditLoan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, Agent or such Lender or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of CreditLoan, or to reduce any amount received or receivable by such Agent, Agent or such Lender or the L/C Issuer hereunder, then, upon demand within twenty (20) days after receipt by the Administrative Borrower from such Agent, Agent or such Lender or of the L/C Issuercertificate required under Section 4.05(c), the Borrowers shall pay to such Agent, Agent or such Lender or the L/C Issuer such additional amounts as will compensate such Agent, Agent or such Lender or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s amounts received or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreementsreceivable. (b) If any Agent, Agent or any Lender or the L/C Issuer shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, Agent or such Lender or the L/C Issuer or any Person controlling such Agent, Agent or such Lender or the L/C IssuerLender, and such Agent, Agent or such Lender or the L/C Issuer determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, ’s or such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, ’s or such Lender’s or the L/C Issuer’s such other controlling Person’s capital to a level below that which such Agent, Agent or such Lender or the L/C Issuer or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, or such Lender’s or the L/C Issuer’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, ’s or such Lender’s or the L/C Issuer’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand within twenty (20) days after receipt by the Administrative Borrower from such Agent, Agent or such Lender or of the L/C Issuercertificate required under Section 4.05(c), the Borrowers shall pay to such Agent, Agent or such Lender or the L/C Issuer from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, ’s or such Lender’s or the L/C Issuer’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten twenty (1020) days after the date of demand by any Agent, Agent or any Lender or the L/C Issuer until Payment payment in Full full to such Agent, Agent or such Lender or the L/C Issuer at the Reference Rate. A certificate of such Agent, Agent or such Lender or the L/C Issuer claiming compensation under this Section 2.104.05, specifying the event herein above described and the nature of such event shall be submitted by such Agent, Agent or such Lender or the L/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereofthereof in reasonable detail, and such Agent’s, ’s or such Lender’s or the L/C Issuer’s reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error; provided that any such certificate claiming amounts described in clause (i) or (ii) of the proviso set forth in the definition of Change in Law shall, in addition, state the basis upon which such amount has been calculated and certify that such Agent’s or Lender’s method of allocating such costs is fair and reasonable and that such Agent’s or Lender’s demand for payment of such costs hereunder, and such method of allocation, is not inconsistent with its treatment of other borrowers which, as a credit matter, are substantially similar to the Borrowers and which are subject to similar provisions. (d) Failure or delay on the part of If any Lender or Agent becomes entitled to demand compensation claim any additional amounts pursuant to this Section, it shall promptly notify the foregoing provisions Loan Parties of this Section 2.10 shall not constitute a waiver the event by reason of such Lender’s right to demand such compensationwhich it has become so entitled; provided, provided that the Borrowers Loan Parties shall not be required to compensate such Agent, such a Lender or the L/C Issuer Agent pursuant to this Section 2.10 paragraph for any increased costs amounts incurred or reductions suffered more than 180 days six months prior to the date that such Agent, Lender or L/C Issuer, as the case may be, Agent notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and Loan Parties of such Agent’s, Lender’s or L/C IssuerAgent’s intention to claim compensation therefor (except in accordance with Section 4.05(c); provided further that, if the Change in Law circumstances giving rise to such increased costs or reductions is retroactiveclaim have a retroactive effect, then the 180 days such six-month period referred to above shall be extended to include the period of such retroactive effect thereof)effect. (e) The If any Lender or Agent requests compensation or if any Borrower is required to pay any additional amount to any Lender or Agent or if any Borrower is required to pay any additional interest or other amount to any Lender or Agent hereunder, then such Lender or Agent shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the Loan Parties under this Section 2.10 shall survive the termination reasonable judgment of this Agreement and the payment of the Loans and all other such Lender or Agent such designation or assignment (i) would eliminate or reduce amounts payable hereunderhereunder in the future, (ii) would not subject such Lender or Agent to any unreimbursed cost or expense, and (iii) would not otherwise be materially disadvantageous to such Lender or Agent.

Increased Costs and Reduced Return. (a) If any Lender, Lender or any Agent or the L/C Issuer shall have determined that the adoption or implementation of, or any Change change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or any Agent or any Person controlling any such Lender or any such Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or any Agent or any Person controlling any such Lender or any such Agent (in Law each case, whether or not having the force of law), shall (i) subject such Agent, such any Lender or the L/C Issuerany Agent, or any Person controlling such Agent, any such Lender or the L/C Issuer any such Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent Lender or such Lender or any Letter of Credit issued by the L/C IssuerAgent, or change the basis of taxation of payments to such Agent, such any Lender or the L/C Issuer any Agent or any Person controlling such Agent, any such Lender or the L/C Issuer any such Agent of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of any Lender or any Agent or any Person controlling any such Lender or any such Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such any Lender or the L/C Issuer any Agent or any Person controlling such Agent, any such Lender or the L/C Issuer any such Agent or (iii) impose on such Agent, such any Lender or the L/C Issuer any Agent or any Person controlling such Agent, any such Lender or the L/C Issuer any such Agent any other condition regarding this Agreement or any Loan or Letter of CreditLoan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the actual direct cost to such Agent, such any Lender or the L/C Issuer any Agent of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of CreditLoan, or to reduce any amount received or receivable by such Agent, such any Lender or the L/C Issuer any Agent hereunder, then, upon demand by any such Lender or any such Agent, such Lender or the L/C Issuer, the Borrowers Borrower shall pay to such Agent, such Lender or the L/C Issuer such Agent such additional amounts as will compensate such Agent, such Lender or the L/C Issuer such Agent for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (b) If any Agent, any Lender or the L/C Issuer any Agent shall have determined that any Change change of any Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or any Agent or any Person controlling such Lender or such Agent with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in Law each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such any Lender or the L/C Issuer any Agent or any Person controlling such Agent, such Lender or the L/C Issuer, and such Agent, such and any Lender or the L/C Issuer any Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the L/C Issuerany Agent’s or any such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such any Lender’s or the L/C Issuerany Agent’s or any such other controlling Person’s capital to a level below that which such Agent, such Lender or the L/C Issuer such Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Letters of Credit or such Agent’s, such Lender’s or the L/C Issuersuch Agent’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s or the L/C Issuersuch Agent’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by such any Lender or any Agent, such Lender or the L/C Issuer, the Borrowers Borrower shall pay to such Agent, such Lender or the L/C Issuer such Agent from time to time such additional amounts as will compensate such Agent, such Lender or the L/C Issuer such Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the L/C Issuersuch Agent’s or such other controlling Person’s capital; provided, however, that notwithstanding anything to the contrary in this Section 2.10(b), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(b) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) All amounts payable under this Section 2.10 4.05 shall bear interest from the date that is ten (10) 10 days after the date of demand by any Agent, any Lender or the L/C Issuer any Agent until Payment payment in Full full to such Agent, such Lender or the L/C Issuer such Agent at the Reference Rate. A certificate of such Agent, such Lender or the L/C Issuer such Agent claiming compensation under this Section 2.104.05, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or the L/C Issuer such Agent to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuersuch Agent’s reasons for invoking the provisions of this Section 2.104.05, and shall be final and conclusive absent manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Agent, such Lender or the L/C Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Agent, Lender or L/C Issuer, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Agent’s, Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 days period referred to above shall be extended to include the period of retroactive effect thereof). (e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.