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.

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.

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.

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.

Increased Costs and Reduced Return. (av) 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.

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.

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.

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 Person controlling such Agent, Lender or any Affiliate of 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 Affiliate of 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 Person controlling such Agent, Lender or any Affiliate of 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 Affiliate of such Lender or the L/C Issuer), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Revolving Credit Loan or 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 AgentLender, or any Affiliate of 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, Lender or any Affiliate of such Lender or the L/C Issuer any other condition regarding this Agreement or any Revolving Credit Loan or Letter of Credit, 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 or any Lender of making any Loan, Revolving Credit Loan or 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 Issuer, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer or such Lender, the Borrower shall pay to 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.

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.

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.

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.

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.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer a Lender shall have determined that the adoption or implementation of, or any Change in Law change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation Loan and Security Agreement or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by 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 Lender (whether or not having the force of 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 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 Issuerhereunder, 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 Lender), (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 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 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 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 hereunderLender, then, upon demand by such AgentLender, 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 the Lender or the L/C Issuer for such increased costs or reductions in amount; provided. For purposes of this Agreement, however(i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, that notwithstanding anything guidelines and directives in connection therewith and (ii) all requests, rules, guidelines, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case, be deemed to have been adopted and gone into effect after the contrary in date of 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, Agreement. All amounts payable under this Section 2.10(a) that such shall bear interest from the date of demand by the Lender or L/C Issuer shall generally be exercising similar rights with until payment in full to the Lender at the highest interest rate applicable to the Obligations. With respect to borrowers this Section 9.2, Lender shall treat Borrower no differently than Lender treats other similarly situated Borrowers. A certificate of the Lender claiming compensation under similar agreementsthis Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and the Lender’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

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.

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.

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.

Increased Costs and Reduced Return. (aSubject to Section 4.05(c) If below, if any Lender, any the 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, the Agent or the L/C Issuer or any Person controlling such Lender, the 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, the Agent or the L/C Issuer or any Person controlling such Lender, the 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 the Agent or the L/C Issuer, or any Person controlling such AgentLender, such Lender the 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 the 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 AgentLender, such Lender the Agent or the L/C Issuer or any Person controlling such AgentLender, such Lender the Agent 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, the Agent or the L/C Issuer or any Person controlling such Lender, the 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 AgentLender, such Lender the Agent or the L/C Issuer or any Person controlling such AgentLender, such Lender the Agent or the L/C Issuer or (iii) impose on such AgentLender, such Lender the Agent or the L/C Issuer or any Person controlling such AgentLender, such Lender the 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 AgentLender, such Lender the 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 AgentLender, such Lender the Agent or the L/C Issuer hereunder, then, upon demand by any such AgentLender, such Lender the Agent or the L/C Issuer, the Borrowers shall pay to such AgentLender, such Lender the Agent or the L/C Issuer such additional amounts as will compensate such AgentLender, such Lender the 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.

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.

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.

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.

Increased Costs and Reduced Return. (axi) 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.

Increased Costs and Reduced Return. (a) If any LenderRegulatory Change, any Agent except for changes in the rate of tax on the overall net income of a Purchaser or the L/C Issuer shall have determined that any Change in Law shall Affected Entity or taxes excluded by Section 10.1, (i) subject such Agent, such Lender or the L/C Issuer, subjects any Purchaser or any Person controlling such Agent, such Lender or the L/C Issuer Affected Entity to any tax, duty charge or other charge withholding on or with respect to this Agreement or any Loan made by such Agent other Funding Agreement or such Lender a Purchaser’s or Affected Entity’s obligations under this Agreement or any Letter of Credit issued by the L/C Issuerother Funding Agreement, or change on or with respect to the Receivables, or changes the basis of taxation of payments to such Agent, such Lender or the L/C Issuer any Purchaser or any Person controlling such Agent, such Lender or the L/C Issuer Affected Entity of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxes), under this Agreement or any other Funding Agreement or (ii) imposeimposes, modify modifies or deem deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against any Loanassets of, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or liabilities of an Affected Entity or a Purchaser, or credit extended by, such Agent, such Lender by an Affected Entity or the L/C Issuer a Purchaser pursuant to this Agreement or any Person controlling such Agent, such Lender or the L/C Issuer other Funding Agreement 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 imposes 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 of the foregoing is to increase the cost to such Agent, such Lender an Affected Entity or the L/C Issuer a Purchaser of making performing its obligations under this Agreement or 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 Creditother Funding Agreement, or to reduce the rate of return on an Affected Entity’s or Purchaser’s capital as a consequence of its obligations under this Agreement or any other Funding Agreement, or to reduce the amount of any sum received or receivable by such an Affected Entity or a Purchaser under this Agreement or any other Funding Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it then, on the forty-fifth (45th) day after demand by the related Co-Agent, Seller shall pay (without duplication of any amounts payable as described in Section 10.4 below) to such Lender or the L/C Issuer hereunder, then, upon demand by such Co-Agent, for the benefit of the relevant Affected Entity or Purchaser, such Lender or the L/C Issuer, the Borrowers shall pay amounts charged to such Agent, Affected Entity or Purchaser or such Lender or the L/C Issuer such additional amounts as will to otherwise compensate such Agent, Affected Entity or such Lender or the L/C Issuer Purchaser for such increased costs cost or reductions in amount; provided, however, such reduction. To the extent that notwithstanding anything to the contrary any Funding Agreement described in this Section 2.10(a), it shall be a condition covers facilities in addition 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.the facility

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 Person controlling such Agent, such -29- Lender or any Affiliate of any 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 Affiliate of any 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 Person controlling such Agent, such Lender or any Affiliate of 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 the L/C Issuer or any Lender or any Affiliate of any 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 Person controlling such AgentLender, such or any Affiliate of any 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 any Affiliate of any 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, Credit or agreeing to make any Loan or Loan, issue, guaranty or participate in any Letter of Credit, 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 within three Business Days after 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.

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 the 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 introduction of or change in any accounting principles applicable to any Lender or any Person controlling any such Lender (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 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 by, such Agentany Lender, 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 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 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 any Lender or the L/C Issuer hereunder, then, upon demand by such Agent, such Lender or the L/C IssuerLender, 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.

Increased Costs and Reduced Return. (a) If f the Lender shall have sold the Note and the Loan to any Lender, any Agent or the L/C Issuer Person permitted hereunder and 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 such Person controlling the Loan 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 Lender (in Law 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 Loan to any tax, duty or other charge with respect to this Agreement or any the 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 Loan of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of the Lender or any Person controlling the Loan), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit the 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 Agent, such Lender or the L/C Issuer Loan 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 Loan any other condition regarding this Agreement or any Loan or Letter of Creditthe 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 Person of accepting 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 Creditaccept the Loan, or to reduce any amount received or receivable by the such Agent, such Lender or the L/C Issuer Person hereunder, then, upon demand by such Agent, such Lender or the L/C IssuerLoan, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer Person controlling the Note and the Loan such additional amounts as will compensate such Agent, such Lender or the L/C Issuer Person for such increased costs or reductions in amount; provided. If the Lender shall have determined that any capital guideline or the adoption or implementation of, howeveror any change in, any capital guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Person controlling the 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 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 any Person controlling the Lender, and the Lender determines that notwithstanding anything the amount of such capital is increased as a direct or indirect consequence of the Loans made or maintained, 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 the Lender's or any such other controlling Person's capital to a level below that which the Lender or such controlling Person could have achieved but for such circumstances as a consequence of the Loans made or maintained or any agreement to make Loans or the Lender's or such other controlling Person's other obligations hereunder (in each case, taking into consideration, the Lender's or such other controlling Person's policies with respect to capital adequacy), then, upon demand by the Lender, the Borrowers shall pay to the contrary Lender or such controlling Person from time to time such additional amounts as will compensate the Lender or such controlling Person for such cost of maintaining such increased capital or such reduction in this Section 2.10(a), it shall be a condition to a the rate of return on such Lender’s 's or L/C Issuer’s exercise of its rights, if any, such other controlling Person's capital. All amounts payable under this Section 2.10(a3.05 shall bear interest from the date that is ten (10) that days after the date of demand by the Lender until payment in full to the Lender at the Cash Interest Rate. A certificate of the Lender claiming compensation under this Section 3.05, specifying the event herein above described and the nature of such event shall be submitted by the Lender or L/C Issuer to the Borrowers, setting forth the additional amount due and an explanation of the calculation thereof, and such Lender's reasons for invoking the provisions of this Section 3.05, and shall generally be exercising similar rights with respect to borrowers under similar agreementsfinal and conclusive absent manifest error.

Increased Costs and Reduced Return. (a) If any Lender, Holder 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 Holder or any Agent or any Person controlling any such Holder 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 Holder or any Agent or any Person controlling any such Holder 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 Holder or such Agent, such Lender or the L/C Issuer, or any Person controlling such Agent, Holder or 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 Holder or such Agent agreeing to accept for transfer, fund or such Lender or maintain any Letter of Credit issued by the L/C IssuerNotes, or change the basis of taxation of payments to such Agent, Holder or such Lender or the L/C Issuer Agent or any Person controlling such Agent, Holder or 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 Holder or such Agent or any Person controlling such Holder or such Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any LoanHolder by virtue of such Holder’s holding of its Notes, 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 Holder or any Person controlling such Agent, such Lender or the L/C Issuer Holder or (iii) impose on such Agent, Holder or such Lender or the L/C Issuer Agent or any Person controlling such Agent, Holder or such Lender or the L/C Issuer Agent any other condition regarding this Agreement Agreement, any Note Document or any Loan or Letter of CreditNote, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, Holder or such Lender or the L/C Issuer Agent of making any Loan, issuing, guaranteeing or participating in any Letter of Creditholding its Notes, or agreeing to make any Loan fund or issue, guaranty or participate in any Letter of Creditmaintain its Notes, or to reduce any amount received or receivable by such Agent, Holder or such Lender Agent hereunder or the L/C Issuer hereunderthereunder, then, upon demand by such Holder or such Agent, such Lender or the L/C Issuer, the Borrowers Issuer shall pay to such Agent, Holder or such Lender or the L/C Issuer Agent such additional amounts as will compensate such Agent, Holder 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.

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.

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 effected after the date hereof (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.

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.

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.

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 Official Body, 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 Official Body 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 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 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 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 or 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 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.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or member of the L/C Issuer Lender Group 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 member of the Lender Group or any Person controlling any such member of the Lender Group, 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 member of the Lender Group or any Person controlling any such member of the Lender Group (in each case, whether or not having the force of law, but only if occurring after the Effective Date; each, a “Change in Law Law”), shall (i) subject such Agent, such member of the Lender or the L/C IssuerGroup, or any Person controlling such Agent, such member of the Lender or the L/C Issuer Group to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such member of the Lender or any Letter of Credit issued by the L/C IssuerGroup, or change the basis of taxation of payments to such Agent, such member of the Lender or the L/C Issuer Group or any Person controlling such Agent, such member of the Lender or the L/C Issuer Group of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of such member of the Lender Group or any Person controlling such member of the Lender Group), (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 member of the Lender or the L/C Issuer Group or any Person controlling such Agent, such member of the Lender or the L/C Issuer Group or (iii) impose on such Agent, such member of the Lender or the L/C Issuer Group or any Person controlling such Agent, such member of the Lender or the L/C Issuer Group 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 member of the Lender or the L/C Issuer Group 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 member of the Lender or the L/C Issuer Group hereunder, then, upon demand by such Agent, such member of the Lender or the L/C IssuerGroup, the Borrowers Borrower shall pay to such Agent, such member of the Lender or the L/C Issuer Group such additional amounts as will compensate such Agent, such member of the Lender or the L/C Issuer Group 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.

Increased Costs and Reduced Return. (a) If the Lender shall have sold the Note and the Loan to any Lender, any Agent or the L/C Issuer Person permitted hereunder and 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 such Person controlling the Loan 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 Lender (in Law 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 Loan to any tax, duty or other charge with respect to this Agreement or any the 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 Loan of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of the Lender or any Person controlling the Loan), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit the 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 Agent, such Lender or the L/C Issuer Loan 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 Loan any other condition regarding this Agreement or any Loan or Letter of Creditthe 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 Person of accepting 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 Creditaccept the Loan, or to reduce any amount received or receivable by the such Agent, such Lender or the L/C Issuer Person hereunder, then, upon demand by such Agent, such Lender or the L/C IssuerLoan, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer Person controlling the Note and the Loan such additional amounts as will compensate such Agent, such Lender or the L/C Issuer Person for such increased costs or reductions in amount; provided. If the Lender shall have determined that any capital guideline or the adoption or implementation of, howeveror any change in, any capital guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Person controlling the 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 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 any Person controlling the Lender, and the Lender determines that notwithstanding anything the amount of such capital is increased as a direct or indirect consequence of the Loans made or maintained, 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 the Lender's or any such other controlling Person's capital to a level below that which the Lender or such controlling Person could have achieved but for such circumstances as a consequence of the Loans made or maintained or any agreement to make Loans or the Lender's or such other controlling Person's other obligations hereunder (in each case, taking into consideration, the Lender's or such other controlling Person's policies with respect to capital adequacy), then, upon demand by the Lender, the Borrowers shall pay to the contrary Lender or such controlling Person from time to time such additional amounts as will compensate the Lender or such controlling Person for such -7- cost of maintaining such increased capital or such reduction in this Section 2.10(a), it shall be a condition to a the rate of return on such Lender’s 's or L/C Issuer’s exercise of its rights, if any, such other controlling Person's capital. All amounts payable under this Section 2.10(a3.05 shall bear interest from the date that is ten (10) that days after the date of demand by the Lender until payment in full to the Lender at the Cash Interest Rate. A certificate of the Lender claiming compensation under this Section 3.05, specifying the event herein above described and the nature of such event shall be submitted by the Lender or L/C Issuer to the Borrowers, setting forth the additional amount due and an explanation of the calculation thereof, and such Lender's reasons for invoking the provisions of this Section 3.05, and shall generally be exercising similar rights with respect to borrowers under similar agreementsfinal and conclusive absent manifest error.

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.

Increased Costs and Reduced Return. (a) If ---------------------------------- any Lender, any Agent or the L/C any 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 any Issuer or any Person controlling any such Lender, any such Agent or such 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 any Issuer or any Person controlling any such Lender, any such Agent or such 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 any Issuer, or any Person controlling any such AgentLender, any such Lender Agent or the L/C such 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 such Issuer, or change the basis of taxation of payments to such Agentany Lender, such Lender any Agent or the L/C any Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C such Issuer of any amounts payable hereunder (except for Indemnified taxes on the overall net income of any Lender, any Agent or any Issuer or any Person controlling any such Lender, any such Agent or such Issuer and any Taxes and Excluded Taxesincluded or excluded by Section 2.08), ------------ (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 any Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C any such Issuer or (iii) impose on such Agentany Lender, such Lender any Agent or the L/C any Issuer or any Person controlling any such AgentLender, any such Lender Agent or the L/C any such 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 any 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 any Issuer hereunder, then, upon demand by any such AgentLender, any such Lender Agent or the L/C any Issuer, the Borrowers shall pay to such AgentLender, such Lender Agent or the L/C any Issuer such additional amounts as will compensate such AgentLender, such Lender Agent or the L/C any Issuer for such increased costs or reductions in amount; provided, howeverthat -------- the Borrowers shall not be required to compensate any Lender, that notwithstanding anything any Agent or any Issuer for any amounts incurred more than 180 days prior to the contrary in this Section 2.10(a), date such Person notifies the Administrative Borrower that it shall be a condition intends to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that claim such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreementscompensation therefor.

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 the 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 introduction of or change in any accounting principles applicable to any Lender or any Person controlling any such Lender (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 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 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 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 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.

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, 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, such Agent or the L/C Issuer or any Person controlling any such Lender, 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 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 AgentLender, such Lender Agent or the L/C Issuer or any Person controlling any such AgentLender, 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 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 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 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 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 AgentLender, such Lender 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 AgentLender, such Lender Agent or the L/C Issuer hereunder, then, upon 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.

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 Taxestaxes on the overall net income of such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, 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 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.

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, in Law any such case occurring after the Effective Date, 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 issued after the Effective Date, or the introduction issued after the Effective Date, or change, in any such case occurring after the Effective Date 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), 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 such Agent, such Lender 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 . Such indemnification shall be a condition to a paid within 10 days from the date on which any such Lender’s , any such Agent or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or the L/C Issuer makes written demand therefor, which demand shall generally be exercising similar rights with respect to borrowers under similar agreementsidentify in reasonable detail the nature and amount of increased costs or reductions in amount.

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 Law, or compliance by any L/C Issuer or any Lender or any Affiliate of such Lender or such 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 L/C Issuer or any Lender or any Affiliate of such Lender or such L/C 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 Agent, such Lender or the any L/C Issuer or any Person controlling such Agent, Lender or any Affiliate of such Lender or the such L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes indemnified pursuant to Section 2.12, taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and Excluded Other Connection Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Revolving Credit Loan or 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 any L/C Issuer or any Person controlling such AgentLender, or any Affiliate of such Lender or the such L/C Issuer or (iii) impose on such Agent, such Lender or the any L/C Issuer or any Person controlling such Agent, Lender or any Affiliate of such Lender or the such L/C Issuer any other condition regarding this Agreement or any Revolving Credit Loan or Letter of Credit, 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 any L/C Issuer or any Lender of making any Loan, Revolving Credit Loan or 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 any 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 agreements.additional amounts. DOC ID - 18336046.11

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.

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 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 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 (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 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 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 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 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 hereunder, then, upon 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.

Increased Costs and Reduced Return. (a) If any Lender, any Purchaser or 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 Purchaser or Agent or any Person controlling any such Purchaser or 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 Purchaser or Agent or any Person controlling any such Purchaser or Agent (in each case, whether or not having the force of law) (each, a “Change in Law Law”), shall (i) subject such Agentany Purchaser, such Lender or the L/C Issuer, Agent or any Person controlling any such Agent, such Lender Purchaser or the L/C Issuer Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by the Notes issued to such Purchaser or 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 Purchaser, such Lender or the L/C Issuer Agent or any Person controlling any such Agent, such Lender Purchaser 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 Purchaser, Agent or any Person controlling any such Purchaser or Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loanthe Notes, 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 Purchaser, such Lender or the L/C Issuer Agent or any Person controlling any such Agent, such Lender Purchaser or the L/C Issuer Agent or (iii) impose on such Agentany Purchaser, such Lender or the L/C Issuer Agent or any Person controlling any such Agent, such Lender Purchaser or the L/C Issuer Agent any other condition regarding this Agreement or any Loan or Letter of Creditthe Notes, 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 any Purchaser 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 CreditAgent holding Notes, or to reduce any amount received or receivable by such Agent, such Lender any Purchaser or the L/C Issuer Agent hereunder, then, upon demand by any such Purchaser or Agent, such Lender or the L/C Issuer, the Borrowers Issuer shall pay to such Agent, such Lender Purchaser or the L/C Issuer Agent such additional amounts as will compensate such Agent, such Lender Purchaser 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.

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 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 Lender or the L/C Issuer, Agent 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 the Loan made by such Lender or the Agent or such Lender or any Letter of Credit issued by the L/C IssuerParticipation by such Lender, 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 on the overall net income of such Lender or the Agent or any Person controlling such Lender or the Agent and Taxes and Excluded Taxesor Other Taxes covered by Section 2.07), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any the 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 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 any other condition regarding this Agreement or any the Loan or Letter of CreditL/C Participation, 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 the Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any the Loan or issue, guaranty of acquiring or participate in holding any Letter of CreditL/C Participation, 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 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.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer Lender shall have determined that that, after the Effective Date, 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 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 introduction of or change in any accounting principles applicable to the Lender or any Person controlling any such Lender (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 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 by, such Agent, such by any 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 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 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.

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.

Increased Costs and Reduced Return. (a) If any Lender, any the 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, the Agent or the L/C Issuer or any Person controlling any such Lender, the 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, the Agent or the L/C Issuer or any Person controlling any such Lender, the 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 the Agent or the L/C Issuer, or any Person controlling such AgentLender, such Lender the 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 the Agent or such Lender or any Letter of Credit Accommodation issued by the L/C Issuer, or change the basis of taxation of payments to such AgentLender, such Lender the Agent or the L/C Issuer or any Person controlling any such AgentLender, such Lender the Agent 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, the Agent or the L/C Issuer or any Person controlling such Lender, the 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 AgentLender, such Lender the Agent or the L/C Issuer or any Person controlling such AgentLender, such Lender the Agent or the L/C Issuer or (iii) impose on such AgentLender, such Lender the Agent or the L/C Issuer or any Person controlling such AgentLender, such Lender the 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 AgentLender, such Lender the 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 AgentLender, such Lender the Agent or the L/C Issuer hereunder, then, upon demand by such AgentLender, such Lender the Agent or the L/C Issuer, the Borrowers shall pay to such AgentLender, such Lender the Agent or the L/C Issuer such additional amounts as will compensate such AgentLender, such Lender the 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.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or member of the L/C Issuer Lender Group 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 member of the Lender Group or any Person controlling any such member of the Lender Group, 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 member of the Lender Group or any Person controlling any such member of the Lender Group (in each case, whether or not having the force of law, but only if occurring after the Effective Date; each, a “Change in Law Law”), shall (i) subject such Agent, such member of the Lender or the L/C IssuerGroup, or any Person controlling such Agent, such member of the Lender or the L/C Issuer Group to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such member of the Lender or any Letter of Credit issued by the L/C IssuerGroup, or change the basis of taxation of payments to such Agent, such member of the Lender or the L/C Issuer Group or any Person controlling such Agent, such member of the Lender or the L/C Issuer Group of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of such member of the Lender Group or any Person controlling such member of the Lender Group), (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 member of the Lender or the L/C Issuer Group or any Person controlling such Agent, such member of the Lender or the L/C Issuer Group or (iii) impose on such Agent, such member of the Lender or the L/C Issuer Group or any Person controlling such Agent, such member of the Lender or the L/C Issuer Group 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 member of the Lender or the L/C Issuer Group 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 member of the Lender or the L/C Issuer Group hereunder, then, upon demand by such Agent, such member of the Lender or the L/C IssuerGroup, the Borrowers shall pay to such Agent, such member of the Lender or the L/C Issuer Group such additional amounts as will compensate such Agent, such member of the Lender or the L/C Issuer Group 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.

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, administration or application 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 Affiliate of any such Lender or any such Agent (in Law each case, whether or not having the force of law), shall (i) subject such any Lender or any Agent, or any Affiliate of any such Lender or the L/C Issuer, 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 any Loan Document 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, any Lender or any Agent or any Affiliate of 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 Taxes), (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 any Agent or any Affiliate of 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 any Agent or any Affiliate of 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 any Loan Document 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, any Lender or any Agent or any Affiliate of any such Lender or the L/C Issuer Agent of entering into any Loan Document, or 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 hereunderany Agent under any Loan Document, then, upon demand by such Agent, any such Lender or the L/C Issuerany such Agent, the Borrowers shall pay to such Agent, Lender (on behalf of itself or its Affiliate) or such Lender Agent (on behalf of itself or the L/C Issuer its Affiliate) 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 no Transferee shall be a condition entitled to a Lender’s receive any greater amount pursuant to clause (i) above than the person making the assignment, selling the participation or L/C Issuer’s exercise effecting the transfer to such Transferee would have been entitled to receive in the absence of its rightssuch assignment, if anyparticipation or transfer; provided, further, that any such amounts under this Section 2.10(a) that shall not be in duplication of amounts to which such Agent or Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers is entitled under similar agreementsSection 2.08.

Increased Costs and Reduced Return. (a) If any Lender, any Agent 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 any Person controlling 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 or any Person controlling 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 Agent, such Lender or the L/C Letter of Credit Issuer or any Person controlling such Agent, such Lender or the L/C Letter of Credit Issuer of any amounts payable hereunder or under any Letter 26 of Credit Guaranty (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of the Letter of Credit Issuer or any Person controlling the Letter of Credit 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 Letter of Credit Issuer or any Person controlling such Agentthe Letter of Credit Issuer, such Lender or the L/C Issuer or (iii) impose on such Agent, such Lender or the L/C Letter of Credit Issuer or any Person controlling such Agent, such Lender or the L/C Letter of Credit 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 Letter of Credit Issuer of making any Loan, issuing, issuing or guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan issue or issue, 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 hereunderLender hereunder or under any Letter of Credit Guaranty, then, upon demand by such Agent, such Lender the Letter of Credit Issuer or the L/C IssuerLender, the Borrowers Borrower shall pay to such Agent, such Lender the Letter of Credit Issuer or the L/C Issuer Lender such additional amounts as will compensate such Agent, such Lender the Letter of Credit Issuer or the L/C Issuer 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.

Increased Costs and Reduced Return. (a) If any 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 Agent with any request or 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 or Agent (in Law each case, whether or not having the force of law), shall (i) subject such any Lender, any Agent, such Lender or the L/C Issuer, 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 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 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 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 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 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 Agentany Lender, or any Agent of making any Loan by an amount which such Lender or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of CreditAgent deems material, 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 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.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer any Lender 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 AgentAgent or such Lender, 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 AgentAgent or such Lender, such Lender or the L/C Issuer or any Person controlling such AgentAgent or such Lender, 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, Loan or any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such AgentAgent or such Lender, such Lender or the L/C Issuer or any Person controlling such AgentAgent or such Lender, such Lender or the L/C Issuer or (iii) impose on such AgentAgent or such Lender, such Lender or the L/C Issuer or any Person controlling such AgentAgent or such Lender, 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 AgentAgent or such Lender, or any Person controlling such Lender Agent or the L/C Issuer 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.

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.

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 the Excluded Taxes and Excluded Taxesof 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 any such increased costs or reductions in amount; provided, however, that notwithstanding anything (A) the Borrower shall not be required to pay any Lender reimbursement with regard to any such increased costs, unless such Lender notifies the contrary in this Section 2.10(a), it Borrower of such increased costs within 270 days after the earlier of the date such increased costs are paid by such Lender or the first date on which such Lender has actual knowledge that such increased costs have been incurred by such Lender and (B) the Borrower shall not be a condition obligated to a Lender’s or L/C Issuer’s exercise of its rights, if any, Lender for any increased costs under this Section 2.10(a4.05(a) that unless such Lender is attempting to obtain such increased costs from other similarly situated account parties or L/C Issuer shall generally be exercising borrowers of such Lender where such account parties or borrowers have similar relationships with the Lender under documentation which gives the Lender the same rights with respect to borrowers under similar agreementssuch increased costs.

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.

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.

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 made subsequent to the Effective Date, 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, in Law each case, subsequent to the Effective Date, 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), 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, 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.

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.

Increased Costs and Reduced Return. (a) If any Lender, any Agent or the L/C Issuer shall have determined that 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, 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.

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 Law the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any L/C Issuer or any Lender or any Affiliate of such Lender or such 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 L/C Issuer or any Lender or any Affiliate of such Lender or such L/C 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 Agent, such Lender or the any L/C Issuer or any Person controlling such Agent, Lender or any Affiliate of such Lender or the such L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of any L/C Issuer or any Lender or any Affiliate of such Lender or such 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 any L/C Issuer or any Person controlling such AgentLender, or any Affiliate of such Lender or the such L/C Issuer or (iii) impose on such Agent, such Lender or the any L/C Issuer or any Person controlling such Agent, Lender or any Affiliate of such Lender or the such 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 clause (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender or the any 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 any 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 Borrower 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.

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.

Increased Costs and Reduced Return. (a) If any Senior 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, in Law any such case occurring after the Effective Date, by, any court, central bank or other administrative or Governmental Authority, or compliance by any Senior Lender, any Agent or the L/C Issuer or any Person controlling any such Senior Lender, any such Agent or the L/C Issuer with any directive of, or guideline from, any central bank or other Governmental Authority issued after the Effective Date, or the introduction issued after the Effective Date, or change, in any such case occurring after the Effective Date in, any accounting principles applicable to any Senior Lender, any Agent or the L/C Issuer or any Person controlling any such Senior Lender, any such Agent or the L/C Issuer (in each case, whether or not having the force of law), shall (i) subject such Agentany Senior Lender, such Lender any Agent or the L/C Issuer, or any Person controlling any such AgentSenior Lender, any such Lender Agent or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Senior Loan made by such Agent Senior 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 Senior Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentSenior Lender, 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 Senior Lender, any Agent or the L/C Issuer or any Person controlling any such Senior Lender, any such Agent or the L/C Issuer), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Senior 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 Senior Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentSenior Lender, any such Lender Agent or the L/C Issuer or (iii) impose on such Agentany Senior Lender, such Lender any Agent or the L/C Issuer or any Person controlling any such AgentSenior Lender, any such Lender Agent or the L/C Issuer any other condition regarding this Agreement or any Senior 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 Senior Lender, such Lender any Agent or the L/C Issuer of making any Senior Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Senior Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agentany Senior Lender, such Lender any Agent 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 AgentSenior Lender, such Lender Agent or the L/C Issuer such additional amounts as will compensate such AgentSenior Lender, 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 . Such indemnification shall be a condition to a paid within 10 days from the date on which any such Senior Lender’s , any such Agent or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or the L/C Issuer makes written demand therefor, which demand shall generally be exercising similar rights with respect to borrowers under similar agreementsidentify in reasonable detail the nature and amount of increased costs or reductions in amount.

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 Law the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any L/C Issuer or any Lender or any Affiliate of such Lender or such 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 L/C Issuer or any Lender or any Affiliate of such Lender or such L/C 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 Agent, such Lender or the any L/C Issuer or any Person controlling such Agent, Lender or any Affiliate of such Lender or the such L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxestaxes on the overall net income of any L/C Issuer or any Lender or any Affiliate of such Lender or such L/C Issuer), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Revolving Credit Loan or 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 any L/C Issuer or any Person controlling such AgentLender, or any Affiliate of such Lender or the such L/C Issuer or (iii) impose on such Agent, such Lender or the any L/C Issuer or any Person controlling such Agent, Lender or any Affiliate of such Lender or the such L/C Issuer any other condition regarding this Agreement or any Revolving Credit Loan or Letter of Credit, 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 any L/C Issuer or any Lender of making any Loan, Revolving Credit Loan or 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 any 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.

Increased Costs and Reduced Return. (a) If any Lender, any Agent Lender or the L/C Issuer shall have determined that any Change in Law shall (i) subject such Agent, such Lender the adoption or the L/C Issuerimplementation of, or any Person controlling such Agentchange in, such Lender any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in the L/C Issuer to interpretation or administration thereof by, any taxcourt, duty central bank or other charge with respect to this Agreement administrative or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C IssuerGovernmental Authority, or change the basis of taxation of payments to such Agent, such compliance by any Lender or the L/C Issuer or any Person controlling any such AgentLender 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 or the L/C Issuer 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 any Lender or the L/C Issuer or any Person controlling 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 the L/C Issuer 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 Loan or 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 any 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 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.

Increased Costs and Reduced Return. (aii) 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.

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 any Lender or the L/C IssuerAgent to any taxes (other than (A) any Taxes, (B) any Excluded Taxes and (C) any Other Taxes) on it loans, loan principal, commitments or other obligations, or any Person controlling such Agentits deposits, such Lender reserves, other liabilities 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)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 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.

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 the Support 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 the Support 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 the Support Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any the Support 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 Issuer, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer or such additional amounts as will compensate such AgentLender, 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.the